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CONSULTING AGREEMENT

THIS AGREEMENT dated for reference May 1, 2010.

BETWEEN:

HIP ENERGY CORPORATIONa corporation with an address for
business atWorld Trade CentreSuite 404-999 Canada Place,
Vancouver, BC V6C 3E2

(the Company)

AND:

Richard Coglon, having an office at 5548 Parthenon Place,
West Vancouver BC, V7W 2V7

(the Consultant)

WHEREAS:

| | A. | The Company is engaged in the business of producing oil
      and gas from existing and/or depleted or wellbores using the Companys
      proprietary technology;                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                  
| | B. | The Company wishes to retain the Consultant who will
      engage the services of Richard L. Coglon to provide services pursuant to
      the terms of this Agreement and the Consultant wishes to provide the
      services referred to herein.

NOW THEREFORE, in consideration of the premises, the
mutual covenants and agreements hereinafter set forth and for other good and
valuable consideration, the parties hereby covenant and agree as follows:

1.            
DEFINITIONS

For the purposes of this Agreement, the following terms shall
have the following meanings:

|1.1. | Arbitrator means a single arbitrator appointed
      (by both parties) pursuant to the Commercial Arbitration Act,
      R.S.B.C. 1996, c. 55, as amended, and if the Consultant is residing in
      Texas, the under the applicable corresponding Commercial Arbitration
      Legislation in Texas, USA.                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.2. | Board means Board of Directors of the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.3. | Confidential Information means information,
      whether or not originated by the Consultant, that relates to the business
      or affairs of the Company, its affiliates, clients or suppliers and is
      confidential or proprietary to, about or created by the Company,
  its affiliates, clients, or suppliers.
Confidential Information includes, but is not limited to, the following types of
confidential information and other proprietary information of a similar nature
(whether or not reduced to writing or designated or marked as confidential):

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| | 1.3.1. | Information related to the Companys oil and gas
      properties, or oil and gas properties owned by third parties which the
      Company has obtained under obligations not to disclose such information,
      and exploration results, estimated reserves and feasibility
  reports;                                                                                                                                                                             
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.3.2. | Work product resulting from or related to work or
      projects performed for or to be performed for the Company or its
      affiliates, including but not limited to, the methods, processes,
      procedures, analysis, techniques and audits used in connection
      therewith;                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.3.3. | Computer software of any type or form and in any stage of
      actual or anticipated development, including but not limited to, programs
      and program modules, routines and subroutines, procedures, algorithms,
      design concepts, design specifications (design notes, annotations,
      documentation, flowcharts, coding sheets, and the like), source code,
      object code and load modules, programming, program patches and system
      designs;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.3.4. | Internal Company personnel and financial information,
      vendor names and other vendor information, purchasing and internal cost
      information, internal services and operational manuals, and the manner and
      method of conducting the Companys business;                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.3.5. | Marketing and development plans, price and cost data,
      price and fee amounts, pricing and billing policies, quoting procedures,
      marketing techniques and methods of obtaining business, forecasts and
      forecast assumptions and volumes, current and prospective client lists,
      and future plans and potential strategies of the Company that have been or
      are being discussed; and                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 1.3.6. | All information that becomes known to the Consultant as a
      result of his Retainer that the Consultant, acting reasonably, believes is
      confidential information or that the Company takes measures to
    protect.                                                                                                                                                                                                                                          

Confidential Information does not include the following:

| | 1.3.7. | The general skills and experience gained during the
      Consultants provision of Consulting Services to the Company that the
      Consultant could reasonably have been expected to acquire in similar
      retainer or engagements with other companies;                                                                                                                                                                                             
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.3.8. | Information publicly known without breach of this
      Agreement or similar agreements;                                                                                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.3.9. | Information, the disclosure of which by the Consultant is
      required to be made by any law, regulation or governmental authority or
      legal process of discovery (to the extent of the requirement), provided
      that before disclosure is made, notice of the requirement is provided to
      the Company, and to the extent reasonably possible in the circumstances, the Company is
  afforded an opportunity to dispute the requirement; or

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| | 1.3.10. | Information known to the Consultant at the date of this
      Agreement.
| | ------- | ------------------------------------------------------------------------

1.4. ****Consulting Effective Date means:

| | 1.4.1. | May 1, 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 1.5.   | Consulting Fee means, during the first six
      months of this agreement or such earlier or later time as when the Company
      completes a financing of no less than $4 mil USD or achieves the
      production milestones set out below; $8,333.33 USD per calendar month, or
      $100,000 usd per annum. The Consulting Fee will increase to $20, 8333.33
      usd per month or $250,000 usd per year within 30 days of the Company
      completing a private placement of $ 4 million usd or the Company having
      achieved 30 days of continuous production of an average of 20 bbls of oil
      per day per well, or a combined oil and gas equivalent, from a min of 10
      wells forming part of a 10 well unit on which the Company has successfully
      applied the HIP Technology.
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        | Options:The Consultant will be granted a 5yr
      Option to acquire up to 2 million commons shares @ $0.25 per
  share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        | In addition to the Consulting Fee, the Consultant will
      receive a bonus payable by the Company equal to 2.5% of the cumulative
      consolidated net revenues of HIPE. (*net revenues are to be calculated on
      an EBITDA basis, net of all direct/indirect costs of production,
      administration and operations, but excluding any deductions for capital
      expansion on future but yet non-producing well bores.)                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        | In addition to the Options and Bonus set out above, the
      Consultant will be granted the following HIP(T) Royalty Interest
      Participation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

HIP (T) Cumulative Royalty Receipts
    Coglon HIP (T) Royalty Interest
      Participation
    Equity Conversion Right$5 mil _- $7.5 mil
    2% of all royalties paid to HIP (T)$7.5 mil - $10 mil
    4%$10 mil - $12.5 mil $12.5 + mil
    6% 8%
    Upon achieving this       threshold the
      Consultant may at his sole option       convert his 8% Royalty
      Participation interest into a       fully diluted 7% equity interest
      in HIP (T)


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|1.6. | Consulting Services means the description of the
      services provided by the Consultant as set out in Schedule A hereto and
      any such services as may be reasonably requested by the Board.                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                           
|1.7. | Consulting Termination Date means the date of
      termination of this agreement under Section 4.                                                                                                                                      
|     |                                                                                                                                                                                                                                           
|1.8. | Retainer means the 3 year period from the
      Consulting Effective Date during which the Consultant provides the
      Consulting Services to the Company under this Agreement unless otherwise
      terminated earlier, or extended.

2.            
SERVICES TO BE PROVIDED

2.1. ****This Agreement and each of its terms are subject to the Consultant
having all of the necessary professional registrations and certifications if
any, none of which have been identified, as may be reasonably required for him
to provide the Consulting Services to the Company generally.

2.2.****
Effective the Consulting Effective Date, the Consultant will provide Consulting
Services to the Company in consideration for the Consulting Fee.

2.3.****
The Consultant will report directly to the President and Chief Executive Officer
and will keep the Company informed of all matters concerning the Consulting
Services as requested by the Company from time to time.

2.4. ****The Consultant will primarily provide the Consulting Services within
Canada and the continental US, but as the Company expands operations, he may be
reasonably expected to provide such services in such other places or countries
as requested by the Company. The Consultant acknowledges that he will be
required to travel regularly in order to provide the Consulting Services.

3.            
REMUNERATION AND EXPENSES

3.1. ****From the Consulting Effective Date to the Consulting Termination Date,
the Company will pay the Consultant the Consulting Fee for services rendered
generally. The Company agrees to authorize up to a maximum of USD $100,000 -
$250,000 usd worth of work per year for which the Consultant may receive the
Consulting Fee by providing the Consulting Services.

3.2. ****The Consultant will a monthly invoice setting out the services provided
as per this Agreement.

3.2.1.        The Consulting
Fee will be payable within 30 days of the billing date on the Consultants
invoice. The Consulting Fee will be considered paid on the remittance postmark
date or wire transfer date.

3.3. ****The Consultant will be responsible for all costs associated with the
performance of the Consulting Services, except as provided in section 3.4
below.

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3.4.****
The Consultant must maintain detailed expense records and will be reimbursed by
the Company for the following, subject to any formal policy on point adopted
by the Company from time to time, in which case the formal policy will
dictate:

| | 3.4.1. | All reasonable travel expenses incurred by the Consultant
      in providing the consulting services. Without limiting the generality of
      the foregoing, the Consultant will be reimbursed for reasonable and
      customary hotel, meal and parking expenses when the Consultant travels to
      the Companys locations in Texas; and
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                               
| | 3.4.2. | Reasonable out of pocket documented costs incurred by the
      Consultant actually, necessarily and properly in the course of providing
      the Consulting Services but only if such expenses have been approved by
      the Chief Executive Officer prior to being
incurred.                                                             

3.5. ****The Company will provide the following to enable the Consultant to
provide the Consulting Services:

| | 3.5.1. | The Consultant will have full and direct access to and be
      expected to receive timely response from the management of the Company
      relating to the task to be performed by the Consultant, inclusive of any
      management of third party contractors with whom the Company is
      contracted;                                                                                                                                                                                                              
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3.5.2. | As the Consultant will be working closely with Texla
      Operating Corp., being the operator retained by the Company to provide
      on site operating and other services related to the Companys licensed HIP
      Down Hole Oil and Gas Enhancement Process, it is incumbent upon Texla and
      its directors, officers, employees and consultants that they provided
      timely and detailed responses, updates, reports and such other information
      as the Consultant shall direct to them in writing.

4.          
   TERM AND TERMINATION

4.1. ****The term of this Agreement is three (3) year from the Consulting
Effective Date.

4.2.****
The term of this Agreement will automatically renew for additional twelve (12)
month term(s) unless, at least prior ninety (90) days to the end of the then
current term of this Agreement, either party gives written notice to the other
of its intention not to renew this Agreement.

4.3.****
Notwithstanding paragraphs 4.1 and 4.2, this Agreement may be terminated by:

| | 4.3.1. | the Consultant at any time by giving at least 45 days
      advance notice in writing to the other party; or                                                                  
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                
| | 4.3.2. | the Company with 180 days notice in the event the
      Consultant is found by a court of competent jurisdiction to have
      materially breached the terms of this
Agreement.

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- 6 -

4.4. ****Upon the valid termination of this Agreement, the Consultant shall,
upon receipt of that portion of the Consulting Fee then due and owing together
with all costs invoiced but unpaid, promptly deliver the following in accordance
with the direction of the Company:

| | 4.4.1. | A final accounting, reflecting the balance of costs
      incurred but not yet invoiced by the Consultant in the course of providing
      the Consulting Services as of the date of termination;
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                  
| | 4.4.2. | All documents in his custody which are the property of
      the Company, including but not limited to all books of account,
      correspondence and contracts; and                             
| |        |                                                                                                                                                                                                  
| | 4.4.3. | All equipment and any other property in his custody which
      are the property of the Company.                                                                                                 

5.            
 INDEPENDENT CONTRACTOR RELATIONSHIP

5.1. ****It is expressly agreed that the Consultant is acting as an independent
contractor in performing the Consulting Services under this Agreement.

5.2. ****The Consultant is not precluded from acting in any other capacity for
any other person, firm or company provided that it does not, in the reasonable
opinion of the Board, conflict with the Consultants duties to the Company while
providing the Consulting Services.

5.3. ****The Consultant represents and warrants that:

| | 5.3.1. | he will perform the Consulting Services in a
      professionally competent manner (that is, not negligently);                                                                                                                                                                                                                                                                                                                    
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5.3.2. | he has the right to perform the Consulting Services
      without violation of his obligations to others;                                                                                                                                                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5.3.3. | he is not bound by any agreement or obligation to any
      other party that will conflict with his obligations as a consultant of the
      Company; and                                                                                                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5.3.4. | all advice, information, and documents provided by the
      Consultant to the Company in the course of providing the Consulting
      Services may be used fully and freely by the Company, unless the
      Consultant otherwise advises the Company orally or in writing at the time
      of communication of such information (e.g. information provided by the
      Consultant on a confidential or non-attribution
basis).

5.4. ****The Consulting Fee will be the whole of the Consultants compensation
for providing the Consulting Services. For avoidance of doubt, other than
withholding and remitting the Withholding, the Company will not pay any
contribution to any pension plan, employment insurance, or federal and state
withholding taxes, or provide any other contributions or benefits, which might
be expected in an employer-employee relationship, as compensation for the
Consulting Services. Any applicable goods or services taxes which may be
applicable to the Consultant and the fees he is to be paid hereunder will
however be paid by the Company and be in addition to the Consulting Fee to which
the Consultant is entitled.

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5.5. ****While providing the Consulting Services, the Consultant is responsible
for maintaining any professional liability insurance in respect of such
services. Where the Company requests that the Consultant obtain such insurance,
the Company must reimburse the Consultant for the yearly premiums for such
coverage.

5.6. ****While providing the Consulting Services, the Consultant is solely
responsible for registration and payment of assessments for workers compensation
insurance coverage in Texas or other jurisdictions, if required. Where such
workers compensation insurance is necessary, the Company must reimburse the
Consultant for the yearly premiums for such coverage.

5.7. ****The Consultant will not be liable for consequential damages, loss of
profits, punitive damages or other similar costs or expenses arising from his
provision of the Consulting Services.

6.             
GENERAL PROVISIONS

6.1.          
Assignability

| | 6.1.1. | No party may assign this Agreement without the written
      agreement of the other party.                                                                                                                                    
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                               
| | 6.1.2. | In the event that the Company amalgamates with another
      company or changes its name, this Agreement will continue in full force
      and effect between the Consultant and the newly amalgamated or named
      company.

6.2. **Authorization**. The Company represents and warrants that it is fully
authorized and empowered to enter into this Agreement and perform its
obligations hereunder, and that performance of this Agreement will not violate
any agreement between the Company and any other person, firm or organization nor
breach any provisions of its constating documents or governing legislation.

6.3. **Consultants Obligations**

| | 6.3.1. | No Conflicting Obligations.The Consultant will
      not, in the performance of the Consulting Services:                                                                                                                                                                                                                                                                                        
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                 
| |        | (a)                                                                                                                                                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                                                 
| |        | (b)                                                                                                                                                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                                                 
| | 6.3.2. | Non-Solicitation.The Consultant agrees that, for
      a two (2) year period following the Consulting Termination Date, he shall
      not, without the consent of the Board by resolution, engage in any
      solicitation of: (i) clients or customers of the Company to purchase
      products or services provided by the Company; or (ii) the retainer of
      employees of the Company.

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| | 6.3.3. | Confidential
Information.
| | ------ | -------------------------

| | 6.3.3.1. | In the event this Agreement is terminated for whatever
      reason, the Consultant will recognize his ongoing duty not to disclose
      Confidential Information about the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 6.3.3.2. | All Confidential Information, whether it is developed by
      the Consultant during his Retainer or by others employed or engaged by or
      associated with the Company or its affiliates or clients, is the exclusive
      and confidential property of the Company or its affiliates or clients, as
      the case may be, and will at all times be regarded, treated and protected
      as such, as provided in this Agreement.                                                                                                                                                                                                      
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 6.3.3.3. | As a consequence of the acquisition of Confidential
      Information, the Consultant will occupy a position of trust and confidence
      with respect to the affairs and business of the Company. In view of the
      foregoing, it is reasonable and necessary for the Consultant to make the
      following covenants regarding the Consultants conduct during and
      subsequent to the Consultants Retainer by the Company:                                                                                                                                                                                                      
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a)      | At all times during and for a period of one year
      subsequent to the Consultants Retainer with the Company, the Consultant
      will not disclose Confidential Information to any person other than as
      necessary in carrying out the Consultants duties on behalf of the
      Company, or as may be required by applicable law or legal process of
      discovery, without first obtaining the Companys consent, and the
      Consultant will take all reasonable precautions to prevent inadvertent
      disclosure of any Confidential Information disclosed by the Company to
      him.                                
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)      | At all times during and for a period of one year
      subsequent to the Consultants Retainer with the Company, the Consultant
      will not use, copy, transfer or destroy and Confidential Information other
      than as necessary in carrying out the Consultants duties on behalf of the
      Company, or as may be required by applicable law or process of discovery,
      without first obtaining the Companys consent and the Consultant will take
      all reasonable precautions to prevent inadvertent use, copying, transfer
      or destruction of any Confidential Information disclosed by the Company to
      him.
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c)      | Within ten (10) business days after the termination of
      the Consultants Retainer for any reason, the Consultant will promptly
      deliver to the Company all property of or belonging to or administered by
      the Company in his custody, including without limitation all Confidential
      Information that is embodied in any form, whether in hard copy or on
      electronic media.                                                                                                                                                                                                                                       

| | 6.3.4. | Consent to Enforcement.The Consultant confirms
      that all restrictions in paragraphs 6.3.2 and 6.3.3 are reasonable and
      valid, and any defences to the strict enforcement thereof by the Company
      are waived by the Consultant. Without limiting the generality of the
      foregoing, the Consultant hereby consents to an injunction being granted by a court of
      competent jurisdiction in the event that the Consultant is in breach of
      any of the provisions stipulated in paragraphs 6.3.2. and 6.3.3. The
      Consultant hereby expressly acknowledges and agrees that injunctive relief
      is an appropriate and fair remedy in the event of a breach of any of the
  said provisions.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 6.3.5. | The Consultants obligations under paragraphs 6.3.2 and
      6.3.4. will remain in effect in accordance with their terms and continue
      in full force and effect despite any breach, repudiation, alleged breach
      or repudiation, or termination of this Agreement.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.4. **No other Agreement.** This Agreement hereto cancels and supersedes any
existing agreement or other arrangement between the Company and the Consultant,
and contain the entire agreement and obligation between the parties with respect
to their respective subject matter.

6.5. Amendment or Waiver.

| | 6.5.1. | This Agreement may not be amended unless such amendment
      is agreed to in writing and signed by the Consultant and an authorized
      officer of the Company.                                                                                                                                                                                                                                        
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6.5.2. | No waiver by either party hereto of any breach by the
      other party hereto of any condition or provision contained in this
      Agreement to be performed by such other party shall be deemed a waiver of
      any similar or dissimilar condition or provision. Any waiver must be in
      writing and signed by the Consultant or an authorized officer of the
      Company, as the case may be.

6.6. **Compliance with Policies and Laws.** The Consultant agrees to abide by
all the Companys policies and procedures, including without limitation, the
Companys code of conduct. The Consultant also agrees to abide by all laws
applicable to the Company, in each jurisdiction that it does business; including
without limitation securities and regulations governing publicly traded
companies.

6.7. **Governing Law.**This Agreement shall be construed and interpreted in
accordance with the laws of BC.

6.8. **Dispute Resolution**. In the event of any dispute arising under this
Agreement other than a claim against the Consultant in tort, the parties agree
to participate in mandatory mediation before either party proceed to binding
arbitration. If mandatory mediation is unsuccessful, the aggrieved party may
choose binding arbitration by way of an Arbitrator, and the decision of the
Arbitrator on all issues or matters submitted to the Arbitrator for resolution
will be conclusive, final and binding on all of the parties. The arbitration
must take place in BC. The prevailing party is entitled to recovery of the
mediators, Arbitrators and lawyers fees.

6.9. Notices. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be properly given if delivered or faxed addressed
as follows:

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- 10 -

(a) in the case of the Company:

|HIP Energy Corporation        
|------------------------------
|World Trade Centre            
|Suite 404-999 Canada Place,   
|Vancouver, BC V6C 3E2         
|Office Tel: 604 641 1367      
|General Fax; 604 641 1214     
|Home Fax; 604 921 4764        
|Cel: 604 377 5515             
|                              
|Attn: James Chui , Director   
|                              
|Email: james@hipenergycorp.com

|(b) | in the case of the Consultant:
|--- | ------------------------------

Richard Coglon c/o 5548 Parthenon Place, West Vancouver, BC,
V7W2V7

Email : richard@rlcstrategic.com

Facsimile: 604 921 4764

Any notice so given shall be conclusively deemed to have been
given or made on the day of delivery, if delivered, or if faxed, upon the date
shown on the delivery receipt recorded by the sending facsimile machine.

6.10. **Severability.** If any provision contained herein is determined to be
void or unenforceable for any reason, in whole or in part, it shall not be
deemed to affect or impair the validity of any other provision contained herein
and the remaining provisions shall remain in full force and effect to the
fullest extent permissible by law.

6.11. **Further Assurances**. Each of the Consultant and the Company will do,
execute and deliver, or will cause to be done, executed and delivered, all such
further acts, documents and things as the Consultant or the Company may
reasonably require for the purposes of giving effect to this Agreement.

6.12.****
Independent Legal Advice. Each of the Consultant and the Company hereby
acknowledge that they have had the opportunity to obtain independent legal
advice regarding this Agreement and has either obtained such advice or has
waived their right to obtain such advice.

6.13.****
Counterparts/Facsimile Execution. This Agreement may be executed in
several counterparts and each counterpart shall together constitute one original
document.

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- 11 -

IN WITNESS WHEREOFthe parties have executed this
Agreement as of the date first above written.

HIP ENERGY CORPORATION

|Per: |                      | 
|---- | -------------------- | 
|     | Authorized Signatory | 

|EXECUTED by Richard Coglon in the | ) |               
|--------------------------------- | - | --------------
|presence of:                      | ) |               
|                                  | ) |               
|                                  | ) |               
|Signature                         | ) |               
|                                  | ) | "signed"      
|Print Name                        | ) | Richard Coglon
|                                  | ) |               
|Address                           | ) |               
|                                  | ) |               
|                                  | ) |               
|                                  | ) |               
|Occupation                        | ) |               

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- 12 -

Schedule A;

Job Description: President / CEO

The CEO will be responsible for management, direction and
oversight, including assisting with and coordinating operations generally with
the other Executive Management as it relates to operations, marketing, strategy,
financing, creation of company culture, human resources, hiring, firing,
compliance with regulatory and other regulations, sales, and public
relations.

In performing his duties the CEO will be entitled to delegate
such responsibilities as he deems necessary for the ongoing and continued
development and growth of the Company.

As CEO the Consultant will be responsible to work with
Management to establish the strategy and vision of the Company generally,
including matters relating to how the company will or should differentiate
itself from other market competition, setting budgets, advising on strategic or
other potential partnerships, and he shall be authorized to retain and hire such
peoples as may be required to steer the company accordingly.

The CEO will also assist in the building of the strategy and
direction for the Company, including the development of the Companys corporate
culture. CEO will have the right to resolve differences between Management, and
keep them working together in a common direction by communicating the strategy
and vision of where the Company is going.

The CEO will be responsible for working with Management to set
budgets, having the right to provide input on where capital resources are best
used to support the growth strategy. The CEO will assess the companys major
expenditures, and manage the Companys capital to increase shareholder value.

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