INDEPENDENT
      CONTRACTOR AGREEMENT


     

    THIS
      INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is
      made
as
      of the
      1st
      day of
      November, 2005.


     

    BETWEEN:

     

    ACCESS
      ENERGY INC..

     

    (the
      “Company”)

     

    -
      and
      -

     

    CONISTON
      INVESTMENT CORP.

     

    (the
      “Contractor”)

     

    (collectively
      referred to as the “Parties”)

     

    RECITALS:

     

    
      	
              A.

            	
              The
                Company is engaged in the business of hydrocarbon exploration, development
                and production.

            


    

     

    
      	
              B.

            	
              Mr.
                Paul Parisotto (“Parisotto”) has been elected a director of the Company;
                and

            


    

     

    
      	
              C.

            	
              The
                Company has agreed to retain the services of the
                Contractor.

            


    

     

    THEREFORE,
      the
      Parties agree as follows:


     

    
      	
              1.

            	
              TERM
                OF AGREEMENT

            


    

     

    1.1 The
      term
      of this Agreement shall be for the period (the “Term”) commencing on November 1,
      2005 and terminating on October
      31,
      2006
      (the
“Agreement Expiry Date”), unless extended further or terminated earlier, all in
      accordance with the provisions contained herein.

     

    1.2 Unless
      either Party not less than 60 days prior to the Agreement Expiry Date then
      in
      effect hereunder, gives notice to the other Party that this Agreement will
      not
      be renewed, the Agreement Expiry Date will be amended to the next anniversary
      date of the Agreement Expiry Date and the Agreement will continue,
      unamended.

     

    1.3 Notwithstanding
      the foregoing, the Term may expire before an Agreement Expiry Date in the event
      that: (a) Parisotto in performing the Services either by omission or commission,
      engages in conduct which would entitle the Company to terminate him for cause;
      (b) Parisotto is no longer employed by the Contractor; or (c) following a Change
      of Control as set forth in section 7 of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              SERVICES
                TO BE PROVIDED

            


    

     

    The
      Company hereby retains the Contractor for the purposes of providing only such
      services as the Parties may agree from time to time during the Term (the
“Services”). For more particularity, the Services will include, but not be
      limited to the following:

     

    
      	
              (a)

            	
              consulting
                and advisory services provided by the Contractor on matters with
                respect
                to the acquisition, exploration, development and production of
                hydrocarbons in western Canada and the western United States, and
                in
                particular Saskatchewan; 

            


    

     

    
      	
              (b)
                

            	
              assisting
                the Company in negotiation of a joint venture agreement between indigenous
                aboriginal peoples (“Aboriginal People”) and the Company;
                

            


    

     

    
      	
              (c)

            	
              establishing
                and maintaining a working relationship between the Aboriginal Peoples
                and
                the Company; 

            


    

     

    
      	
              (d)
                

            	
              assisting
                the Company in the formation of a team of technical experts for assessment
                of the potential for development on the lands of the Aboriginal Peoples
                including, drilling, seismic and data analysis;


            


    

     

    
      	
              (e)
                

            	
              assisting
                the Aboriginal Peoples on a “as required basis” in matters between the
                Aboriginal Peoples and both provincial and federal and state authorities
                as they relate to the interests of Company;
                and

            


    

     

    
      	
              (d)
                

            	
              the
                Contractor may be requested to undertake such other related assignments
                as
                the Company may from time to time request.


            


    

     

    The
      Contractor agrees that it will retain Parisotto and cause Parisotto to devote
      his principal time and attention to providing the Services but there shall
      be no
      set hours of work to provide the Services. The Contractor may, however; retain
      from time to time such personnel as it deems appropriate in order to provide
      the
      Services.

     

    
      	
              3.

            	
              FEES

            


    

     

    
      	
              3.1

            	
              In
                consideration of the Services provided, the Company shall pay to
                the
                Contractor a fee of: (i) $260,000.00
                per annum (the “Fee”) plus applicable Goods and Services Tax (“GST”)
                payable monthly; (ii) $1,000,000.00 (the “Dene Fee”) in the event the
                Company enters into an agreement with the Buffalo River Dene Nation
                and/or
                its associates or affiliates to develop hydrocarbon opportunities
                in a
                defined area within Treaty 10 lands which includes the traditional
                and
                historically occupied and used lands of the Buffalo River Dene Nation
                (the
                “Dene”); and (iii) the Contractor will also be entitled to receive a 1.25%
                non-convertible overriding royalty based on 100% production (“GORR”) from
                any and all projects that Contractor bring to the Company (the “Royalty
                Fee”). The Royalty Fee is governed by Article 3 of the “Farmout &
                Royalty Procedure”, as such term is defined by the 1997 Canadian
                Association of Petroleum Landman Farmount & Royalty Procedure” (the
                “LFRP Procedure”).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              If
                the interest of any party in the projects brought to the attention
                of the
                Company (the “Project Lands”) by the Contractor is now or hereafter shall
                become encumbered by any royalty, overriding royalty, production
                payment
                or other charge of a similar nature (the “Encumbrance”), other than the
                “Lessor’s Royalty” as such term is defined in the LFRP Procedure, such
                Encumbrance shall be charged to and paid entirely by the party whose
                interest is or becomes thus encumbered. No party which acquires an
                interest in the Project Lands shall by virtue of any provision of
                this
                agreement (excepting the operation of Clause 2401B of the LFRP Procedure,
                if applicable) ever be required to assume any part of such encumbrance
                and
                the Party whose interest has become encumbered shall be at all times
                indemnify and hold the other party harmless from such
                encumbrance.

            


    

     

    
      	
              3.3

            	
              If
                requested by the Company, payments will be made immediately upon
                receipt
                by the Company of a monthly invoice prepared by the Contractor, but
                if not
                requested in no case later than ten days following the end of a month
                in
                which Services are provided. The Contractor agrees to reference the
                applicable GST registration number on all such invoices. The Parties
                agree
                that the Fee will be reviewed from time to time, with any mutually
                agreed
                changes to the Fee to be documented as amendments to this
                Agreement.

            


    

     

    
      	
              4.

            	
              INDEPENDENT
                CONTRACTOR

            


    

     

    The
      Contractor is and shall remain at all times an independent contractor and has
      sole responsibility to comply with all laws, rules and regulations relating
      to
      the provision of Services, including without limitation, the Income
      Tax Act
      (Canada), the Employment
      Insurance Act
      (Canada), the Employer
      Health Tax Act
      (Ontario), and the Canada
      Pension Plan Act.
      As an
      independent contractor, the Contractor shall be responsible for any employment
      related benefits it may wish to secure for its employees, including without
      limitation, any payments under the Employment
      Standards Act
      (Ontario). 

     

    
      	
              5.

            	
              REGISTRATION

            


    

     

    The
      Contractor shall obtain a GST registration number and shall be responsible
      for
      remitting GST to the applicable regulatory authorities in accordance with the
      Excise
      Tax Act (Canada).
      

     

    
      	
              6.

            	
              CONFIDENTIAL
                INFORMATION

            


    

     

    6.1 The
      Contractor’s retainer with the Company will provide the Contractor with access
      to certain information relating to the Company, its customers, suppliers,
      distributors, employees, and its affiliates, subsidiaries and related companies
      of an extremely confidential nature (the “Confidential
      Information”). The
      Contractor agrees not to disclose any Confidential Information without the
      prior
      written consent of the Company or to make use of such information for the
      Contractor’s benefit, or for the benefit of any other person, firm, corporation
      or entity.

     

    6.2 Prior
      to
      any unauthorized use or disclosure which is required by law, the Contractor
      shall give the Company reasonable prior notice of any disclosure of confidential
      information required by law, and, if requested by the Corporation, shall use
      reasonable efforts to obtain, or assist the Company in attempting to obtain,
      a
      protective order or similar protection for the Company and shall permit and
      cooperate with any effort by the Company to obtain such an order. The Company
      shall reimburse the Contractor for all reasonable costs incurred by him in
      seeking or assisting the Company in seeking such an order.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              NON
                COMPETITION / NON
                SOLICITATION

            


    

     

    7.1 The
      Contractor hereby agrees that, for the length of time of the Agreement, the
      Contractor shall not, without prior written consent of the Company, (i) in
      any
      manner directly or indirectly, individually, or on behalf of any other person,
      engage in, have an interest in, or become associated with any business or
      enterprise engaged in a business substantially similar to and likely to be
      competitive with that of the business of the Company, doing business in North
      America, or anywhere else the Company on carries on the business; (ii)
      directly or indirectly, individually, or on behalf of any person, hire, solicit,
      aid, encourage or invite any employees to leave the Company, or any of its
      affiliates in order to accept employment with or render services for the
      Contractor, such person or any of their respective affiliates; or (iii) directly
      or indirectly, individually, or on behalf of any person, solicit, aid, encourage
      or invite any customer, client, vendor, lender, or supplier of the Company
      or
      any of its affiliates, or similar persons engaged in business with the Company
      or any of its affiliates, to discontinue the relationship or reduce the amount
      of business done with the Company or its affiliates. 

     

    7.2 For
      purposes of Section 7.1 above, the term "indirectly" shall include any provision
      of service, aid, advice or financial assistance to any such competing person,
      or
      any investment in or loan to any such competing person, or any support,
      assistance, promotion or work for any such competing person as consultant,
      co-venturer, agent, partner, shareholder (other than as a holder of less than
      five percent (5%) of the shares of a publicly-traded corporation) or
      otherwise.

     

    7.2 The
      Contractor acknowledges and agrees that irreparable injury may result to the
      Company in the event of any breach of any covenant referred to in Section 7,
      and
      further agrees that the remedy at law for the breach of any such covenant will
      be inadequate. Therefore, the Contractor agrees that, if any such person shall
      engage in any act in violation of Section 7, the Contractor shall be entitled,
      in addition to any other remedies and damages as may be available to it at
      law,
      to injunctive relief to enforce Section 7.1.

     

    
      	
              8.

            	
              CHANGE
                IN CONTROL

            


    

     

    8.1 “Change
      in Control” shall be deemed to have occurred if, for any reason, on or after the
      date hereof: (i) there shall occur a sale, transfer or other disposition of
      all
      or substantially all of the property or assets of the Company other than to
      an
      affiliate (as that term is defined in the Securities
      Act
      (Ontario); or (ii) there shall occur any change in the holding, direct or
      indirect, of securities of the Company or any voting rights attached to any
      securities of the Company, as a result of which any person (as defined in the
      Securities
      Act
      (Ontario)), or a group of persons acting jointly or in concert, or person
      associated or affiliated with any such person or group within the meaning of
      the
Securities
      Act
      (Ontario) would be entitled to cast more than 50% of the votes attached to
      all
      securities of the Company that may be cast to elect Directors of the Company
      or
      the votes carried by such securities are entitled, if exercised, to elect a
      majority of the Board of Directors of the Company.

     

    8.2 Unless
      the Contractor has consented in writing in advance to a proposed Change in
      Control, in the event that a Change in Control occurs during the Term, the
      Contractor will be paid a lump sum equivalent to the Fee (and applicable GST)
      effective the date on which the Change in Control occurs, and this Agreement
      shall terminate on the date of such payment.

     

    
      	
              9.

            	
              SEVERABILITY

            


    

     

    Any
      provisions of this Agreement found to be void or unenforceable are separate
      and
      distinct, and the remaining provisions shall remain in full force and
      effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              SUCCESSORS

            


    

     

    This
      Agreement shall be binding upon any successor (whether direct or indirect,
      by
      purchase, merger, amalgamation, business reorganization or otherwise) to all
      or
      substantially all of the business and/or assets of the Company.

     

    
      	
              11.

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement shall be interpreted and construed in accordance with the laws of
      the
      province of Ontario and the laws of Canada applicable therein.

     

    IN
      WITNESS OF WHICH
      the
      Parties have duly executed this Agreement:

     

    
      	 	 	 
	 	
              ACCESS
                ENERGY INC. 

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                H. Reginald F. Burden

            
	 	
              

              H.
                Reginald F. Burden

            
	 	
            


    

    
      	 	 	 
	
            	By:  	
              /s/
                Paul Parisotto

            
	 	
              

              Paul
                Parisotto

            
	 	
            


    

    
      	
            	 	 
	 	
              CONISTON
                INVESTMENT CORP.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Paul Parisotto