CONSULTANTAGREEMENT

 

ThisConsultant Agreement (the "Agreement") is effective as of February 18,2004, by and between **PETROL OIL AND GAS, INC.**, a NevadaCorporation ("PETROL"), and **CSC Group LLC**, anindividual, ("Consultant").

 

Recitals

 

WHEREAS,Consultant and PETROL have agreed to finalize the terms of Consultant's serviceswith PETROL and reduce those terms to writing in this Agreement.

 

WHEREAS,Consultant has acquired outstanding and special skills and abilities and anextensive background in and knowledge in the Oil and Gas industry.

 

WHEREAS,PETROL desires the association and services of Consultant in order to retain itsexperience, skills, abilities, background, and knowledge, and is thereforewilling to engage its services on the terms and conditions set forth below.

 

WHEREAS,Consultant desires to begin consulting for PETROL and is willing to do so onthose terms and conditions set forth herein.

 

 

NOWTHEREFORE, in consideration of the above recitals and the mutual promises andconditions in this Agreement, and other good and valuable considerations, thereceipt and sufficiency of which is hereby acknowledged, the parties agree asfollows:

 

1.CONSULTANT. PETROL shall contract with Consultant to assist it inlocating working interest partners and similar financing agreements to furtherPETROL's business on a "best efforts" basis.

 

> **1.1  DUTIES. Consultant's services shall include, but not be limited to,  locating, and evaluating potential businesses and/or individuals that would  make high-quality candidates as Working Interest (WI) Partners for Petrol's  field development program. Additionally, Consultant shall work with Petrol in  developing leads by assessing the economic and business related qualifications  of potential WI Partners, act a liaison with both parties, support Petrol in  transacting any agreements with WI Partners and make recommendations on terms  and conditions regarding contracts or business agreements in the area of WI  partnerships.

 
**2.DEVOTION OF TIME. During the period of its Agreement hereunder,Consultant shall devote such of its business time, interest, attention, andeffort to the faithful performance of its duties hereunder, as may be reasonablynecessary and convenient to Consultant to the accomplishment and fulfillment ofthose duties. Royal Products, Inc., Desert Health Products, Inc., Aloe VeraDevelopment Corp., and Jon Dar Corp., Inc.
**3.**TERM OF AGREEMENT.** Subject to earlier termination as provided inthis Agreement, Consultant shall be employed for a six (6) month term beginningon the date as first above written. This Agreement may be extended by andbetween the parties upon written modification hereof.
** 

3.1  TERM EXTENSION. At any time prior to the expiration of the Term, as  stated in section 3 above, PETROL and Consultant may, by mutual written  agreement, extend Consultant's employment under the terms of this Agreement  for such additional periods as they may agree.
**4.LOCATION OF CONSULTANT. Unless the parties agree otherwise inwriting, during the Agreement term Consultant shall perform the services it isrequired to perform under this Agreement in any location in which the Consultantmay need to accomplish its duties hereunder.

 
**5.COMPENSATION.

 
**5.1  Cash. For its efforts in assisting PETROL in locating WI partners,  Consultant shall receive a fee of one percent (1%) for all funds raised in an  executed transaction between PETROL and Consultants Clients.

 
**5.2  Stock Warrants. As an inducement for the Consultant to begin his  engagement with PETROL, PETROL agrees to issue the stock warrants, (the  "Warrants") giving the Consultant the right to purchase two hundred  thousand (200,000) shares of common stock, $0.001 par value, of PETROL (the  "Warrant" shares). The term and exercise price of the Warrant Shares  shall be:

 

(i)  100,000 shares at ONE DOLLAR and FIFTY CENTS ($1.50) per share for a period of  Two (2) years; and

(ii)  100,000 shares at TWO DOLLARs and FIFTY CENTS ($2.50) per share for a period  of Two (2) years.

 

The  Warrants shall be exercisable at any time and from time to time, in whole or  in part; provided, however, that warrants may be exercised for no longer than  specified in 5.1(i) and (ii) above. The warrants shall be exercised by written  notice directed to PETROL, accompanied by a check payable to PETROL for the  Warrant shares being purchased. PETROL shall make immediate delivery of such  purchased shares, fully paid and non-assessable, registered in the name of  Consultant. The certificates evidencing such shares shall bear the following  restrictive legend, unless and until such shares have been registered in  accordance with the Securities and Exchange Act of 1933, as amended (the  "Act"):

 
**THE  SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER  THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE  SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED,  PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE  REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE  JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM.**
If,  and to the extent that the number of shares of common stock of PETROL shall be  increased or reduced by an action other than for value, including but not  limited to change of par value, split, reclassification, distribution or a  dividend payable in stock, or the like, the number of shares subject to the  Warrant and the warrant price per share shall be proportionately adjusted. If  PETROL is reorganized or consolidated or merged with another corporation,  Consultant shall be entitled to receive warrants covering shares of such  reorganized, consolidated, or merged company in the same proportion, at an  equivalent price, and subject to the same conditions. For purposes of the  preceding sentence, the excess of the aggregate fair market value of the  shares subject to the warrant immediately after any such reorganization,  consolidation, or merger over the aggregate warrant price of such shares shall  not be more than the excess of the aggregate fair market value of all shares  subject to the Warrant immediately before such reorganization, consolidation,  or merger over the aggregate warrant price of such shares, and the new warrant  or assumption of the old Warrant shall not give Consultant additional benefits  which he did not have under the old Warrant, or deprive him of benefits which  he had under the old Warrant.

 

Consultant  shall have no rights as a stockholder with respect to the Warrant Shares until  exercise of the Warrant and payment of the Warrant Price as herein provided.
**6.INTELLECTUAL PROPERTY. All processes, inventions, patents,copyrights, trademarks, and other intangible rights ("IntangibleRights") that are conceived or developed by Consultant, at the writtenrequest of PETROL either alone or with others, during the term of Consultant'sAgreement shall be the sole property of PETROL. All other Intangible Rightsshall be the sole property of Consultant.
** 

7.**TERMINATION BY PETROL.** PETROL may terminate this Agreement at anytime, if termination is "For Cause", as hereinafter defined. "ForCause" shall mean PETROL's termination of Consultant due to an adjudicationof Consultant's fraud, theft, dishonesty to PETROL regarding Consultant's dutiesor material breach of this Agreement. If Consultant fails to cure such breachwithin ten (10) days after written notice is given by the Board of Directors toConsultant and Consultant fails with ten (10) days of such notification tocommence such cure and thereafter diligently prosecute such cure to completion.PETROL may terminate this Agreement with ten (10) days written notice, in theevent Consultant fails to perform Consultant's obligations pursuant the termsand conditions as set forth herein.
**8.TERMINATION BY CONSULTANT. Consultant may terminate this Agreement bygiving PETROL thirty (30) day's prior written notice of resignation. In suchevent, Consultant shall receive all compensation provided herein.

 
**9.**TRADE SECRETS AND CONFIDENTIAL INFORMATION:**
 
**9.1**Nondisclosure**. Without the prior written consent of  PETROL, Consultant shall not, at any time, either during or after the term of  this Agreement, directly or indirectly, divulge or disclose to any person,  firm, association, or corporation, or use for Consultant's own benefit, gain,  or otherwise, any customer lists, plans, products, data, results of tests and  data, or any other trade secrets or confidential materials or like information  (collectively referred to as the "Confidential Information") of  PETROL and/or its Affiliates, as hereinafter defined, provided to or  communicated to Consultant by PETROL, it being the intent of PETROL, with  which intent Consultant hereby agrees, to restrict Consultant from  disseminating or using any like information that is unpublished or not readily  available to the general public.

 
**9.1.1    Definition of Affiliate. For purposes of this Agreement, the term    "Affiliate" shall mean any entity, individual, firm, or    corporation, directly or indirectly, through one or more intermediaries,    controlling, controlled by, or under common control with PETROL.

 
**9.2**Return of Property**. Upon the termination of this Agreement,  Consultant shall deliver to PETROL all lists, books, records, data, and other  information (including all copies thereof in whatever form or media) of every  kind relating to or connected with PETROL or their Affiliates and their  activities, business and customers. PETROL shall be allowed to retain any and  all information on products, lists, books, records, data, or other information  initially produced by Consultant.

 
**9.3  Notice of Compelled Disclosure. If, at any time, a party hereof  becomes legally compelled (by deposition, interrogatory, request for  documents, subpoena, civil investigative demand, or similar process or  otherwise) to disclose any of the Confidential Information, such party shall  provide the other party with prompt, prior written notice of such requirement  so that the other party may seek a protective order or other appropriate  remedy and/or waive compliance with the terms of this Agreement. In the event  that such protective order or other remedy is not obtained, that the other  party waives compliance with the provisions hereof, each agrees to furnish  only that portion of the Confidential Information which such party is advised  by written opinion of counsel is legally required and exercise such party's  best efforts to obtain assurance that confidential treatment will be accorded  such Confidential Information. In any event, the compelled party shall not  oppose action by the other party to obtain an appropriate protective order or  other reliable assurance that confidential treatment will be accorded the  Confidential Information.
**10.  NON-COMPETITION. For a period of two (2) years after the  termination of this Agreement, Consultant expressly covenants and agrees that  Consultant will not and will not attempt to, without the prior written consent  of the Board of Directors, directly or indirectly:

 
**10.1  Interfere with or disrupt or attempt to interfere with or disrupt or take any  action that could be reasonably expected to interfere with or disrupt any past  or present or prospective relationship, contractual or otherwise, between  PETROL and/or any of its Affiliates, and any customer, insurance company,  supplier, sales representative, or agent or employee of PETROL or any such  affiliate of PETROL.

 
**11.VIOLATION OF COVENANTS:

 

11.1**Injunctive Relief**. Each party acknowledges and agrees; that  violation of any of the covenants or Agreements hereof would cause irreparable  injury to the other party, that the remedy at law for any violation or  threatened violation thereof would be inadequate; and that, therefore, the  other party shall be entitled to temporary and permanent injunctive or other  equitable relief.

 
**11.2Consultant and PETROL recognize that the laws and public policies of the variousstates of the United States may differ as to the validity and enforceability ofcertain of the provisions contained in this section. It is the intention ofConsultant and PETROL that the provisions of this section shall be enforced tothe fullest extent permissible under the laws and public policies of eachjurisdiction in which such enforcement is sought, but that the invalidation (ormodification to conform with such laws or public policies) of any provisionhereof shall not render unenforceable or impair the remainder of this section.Accordingly, if any provision of this section shall be determined to be invalidor unenforceable, either in whole or in part this section shall be deemed todelete or modify, as necessary, the offending provision and to alter the balanceof this section in order to render it valid and enforceable to the fullestextent permissible as provided herein.

 
**12.**MISCELLANEOUS:**
 
**12.1  Authority to Execute. The parties herein represent that they have  the authority to execute this Agreement.
** 

12.2  Severability. If any term, provision, covenant, or condition of  this Agreement is held by a court of competent jurisdiction to be invalid,  void, or unenforceable, the rest of this Agreement shall remain in full force  and effect.
**12.3  Successors. This Agreement shall be binding on and inure to the  benefit of the respective successors, assigns, and personal representatives of  the parties, except to the extent of any contrary provision in this Agreement.

 
**12.4  Assignment. This Agreement may not be assigned by either party  without the written consent of the other party.
** 

12.5  Singular, Plural and Gender Interpretation. Whenever used herein,  the singular number shall include the plural, and the plural number shall  include the singular. Also, as used herein, the masculine, feminine or neuter  gender shall each include the others whenever the context so indicates.

 
**12.6  Captions. The subject headings of the paragraphs of this Agreement  are included for purposes of convenience only, and shall not effect the  construction or interpretation of any of its provisions.

 
**12.7  Entire Agreement. This Agreement contains the entire agreement of  the parties relating to the rights granted and the obligations assumed in this  instrument and supersedes any oral or prior written agreements between the  parties. Any oral representations or modifications concerning this instrument  shall be of no force or effect unless contained in a subsequent written  modification signed by the party to be charged.

 
**12.8  Arbitration. Any controversy or claim arising out of, or relating  to, this Agreement, or the making, performance, or interpretation thereof,  shall be submitted to a panel of three (3) arbitrators. The arbitration shall  comply with and be governed by the provisions of the American Arbitration  Association. The panel of arbitrators shall be composed of two (2) members  chosen by Consultant and PETROL respectively and one (1) member chosen by the  arbitrators previously selected. The findings of such arbitrators shall be  conclusive and binding on the parties hereto. The cost of arbitration shall be  borne by the losing party or in such proportions as the arbitrator shall  conclusively decide.
** 

12.9  No Waiver. No failure by either Consultant or PETROL to insist upon  the strict performance by the other of any covenant, agreement, term or  condition of this Agreement or to exercise the right or remedy consequent upon  a breach thereof shall constitute a waiver of any such breach or of any such  covenant, agreement, term or condition. No waiver of any breach shall affect  or alter this Agreement, but each and every covenant, condition, agreement and  term of this Agreement shall continue in full force and effect with respect to  any other then existing or subsequent breach.
**12.10  Time of the Essence. Time is of the essence of this Agreement, and  each provision hereof.

 
**12.11  Counterparts. The parties may execute this Agreement in two (2) or  more counterparts, which shall, in the aggregate, be signed by both parties,  and each counterpart shall be deemed an original instrument as to each party  who has signed by it.

 
**12.12  Attorney's Fees and Costs. In the event that suit be brought  hereon, or an attorney be employed or expenses be incurred to compel  performance the parties agree that the prevailing party therein be entitled to  reasonable attorney's fees.

 
**12.13  Governing Law. The formation, construction, and performance  of this Agreement shall be construed in accordance with the laws of the State  of Florida.

 
**12.14  Notice. Any notice, request, demand or other communication  required or permitted hereunder or required by law shall be in writing and  shall be effective upon delivery of the same in person to the intended  addressee, or upon deposit of the same with an overnight courier service (such  as Federal Express) for delivery to the intended addressee at its address  shown herein, or upon deposit of the same in the United States mail, postage  prepaid, certified or registered mail, return receipt requested, sent to the  intended addressee at its address shown herein. The address of any party to  this Agreement may be changed by written notice of such other address given in  accordance herewith and actually received by the other parties at least ten  (10) days in advance of the date upon which such change of address shall be  effective.

 
**INWITNESS WHEREOF, the parties have entered into this Agreement on the datefirst above written.

 

**CONSULTANT:  **
**PETROL      OIL AND GAS, INC.,**
**  **
**a      Nevada corporation**

DATE:      March 8, 2004         
 DATE:      February 18, 2004               

/s/      Steve Cochennet                           
By:      /s/ Paul      Branagan                                    
Steve      Cochennet , President of
 Paul      Branagan, President
CSC      Group LLC.   
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