Exhibit
      10.33

    


    


    


    Mr.
      Eric
      Hanlon

    4208
      Bamford

    Austin,
      Texas 78731

    


    January
      24, 2006 

    


    Re: Ignis
      Petroleum Group, Inc. - Consultant Agreement

    


    Dear
      Eric:

    


    It
      is
      with great pleasure that I extend to you the position of Consulting Advisor.
      In
      your role you will be responsible for working towards the fulfillment of the
      Company’s goals, while providing ongoing recommendations to the executive team
      on matters both strategic and tactical in nature. The agreement is for three
      months.

    


    POSITION
      SUMMARY
      - You
      will be responsible for providing key input on matters of strategy and business
      development primarily related to the evaluation, planning and funding of
      specific acquisitions under consideration by the Company. The position overview
      is provided in Exhibit A and specific milestones in Exhibit B. You will be
      instrumental in Ignis’ evaluation, planning, and deal structuring, and assist in
      negotiations and fund raising. This is a part-time position that will typically
      require approximately 60%-70% of work time in total commitment. At critical
      times, such as fund raising and deal negotiation, the time commitment may be
      more concentrated. 

    


    COMPENSATION
      - You
      will be provided a combination of cash and restricted common stock as detailed
      in Exhibit C. You may also be granted a discretionary bonus of 15,000 shares
      of
      common stock of Ignis Petroleum Group, Inc. based on performance. A form 1099
      will be provided at the end of each year for the payment of your services.
      The
      start date will be January 31, 2006 and the final date April 30, 2006. You
      will
      submit an invoice and expense reimbursement monthly. 

    


    Philipp
      and I are excited about your participation and we are confident of the
      contributions you will make to achieve the goals of Ignis Petroleum Group,
      Inc.


    


    AGREEMENT
      -
      Please
      indicate your acceptance by signing below and fax to 214-459-3101.

    


    


    


     

    
      	
              /s/
                MICHAEL P. PIAZZA 

            	
              /s/
                ERIC HANLON

            
	
              By:
                Michael P. Piazza 

            	
              By:
                Eric Hanlon

            
	
              Its:
                President and CEO

            	
              Its:
                Consulting Advisor

            
	
              Date:
                January 24, 2006

            	
              Date:
                January 24, 2006

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    CONSULTING
      ADVISOR OVERVIEW

    


    


    


    POSITION
      SUMMARY

    


    The
      holder of this position will be responsible for providing input on matters
      of
      strategic, business development and financial/economic importance, and will
      be a
      thought partner to the executive team. The Consulting Advisor will be highly
      skilled in the business, financial and other matters related to evaluation
      and
      implementation of mergers and acquisitions and will be the primary responsible
      for such matters. The position will report to the CEO and COO

    


    EXPECTED
      INVOLVEMENT

    


    
      	
              ·

            	
              Be
                a key member of management team and company’s primary responsible for
                evaluating, planning and coordinating certain acquisitions under
                consideration by the Company. 

            


    

    


    
      	
              ·

            	
              Provide
                counsel to executive management with regard to activities as defined
                below
                while leveraging industry contacts and
                consultants

            


    

    


    
      	
              ·

            	
              Participate
                part-time as member of executive team on other Company-related
                activities

            


    

    


    AREAS
      OF RESPONSIBILITY

    


    
      	
              ·

            	
              Acquisition
                evaluation and strategy 

            


    

    
      	
              ·

            	
              Development
                planning and economics

            


    

    
      	
              ·

            	
              Deal
                structuring and negotiation
                assistance

            


    

    
      	
              ·

            	
              Document
                preparation and potential presentations related to funding
                

            


    

    
      	
              ·

            	
              Other
                business advisory, as required 

            


    

    
      	
              ·

            	
              Coordinating
                the execution of the acquisition

            


    

    


    REQUIREMENTS

    


    
      	
              ·

            	
              BS
                or MS degree in science or engineering, MBA
                degree

            


    

    


    
      	
              ·

            	
              Business
                management experience in the energy sector progressive leadership
                positions

            


    

    


    
      	
              ·

            	
              Highly-respected
                in energy sector with strong industry affiliations
                

            


    

    


    CONFIDENTIALITY

    


    No
      disclosure of trade secrets; proprietary or confidential information of the
      Company or affiliate obtained during the course of this agreement except as
      required to carry out the terms of this agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    3-MONTH
      MILESTONES

    


    


    


    


    During
      the next three months we expect that you will help Ignis Petroleum to achieve
      the following critical milestones:

     

    


    
      	 	
              ·

            	
              Assemble
                all facts related to the proposed acquisition (due
                diligence)

            


    

    


    
      	 	
              ·

            	
              Detailed
                description of the proposed acquisition, development activities and
                timing
                

            


    

    


    
      	 	
              ·

            	
              Economic
                evaluation of the venture, and sensitivity analysis related to venture
                performance and risks

            


    

    


    
      	 	
              ·

            	
              Written
                business / development plan detailing deal structure, resource
                requirements, and schedule related to
                funding

            


    

    


    
      	 	
              ·

            	
              Participation
                in select “road show” events as appropriate, to secure deal
                funding

            


    

    


    
      	 	
              ·

            	
              Develop
                good working relationships with the executive team and Board of
                Advisors

            


    

    


    
      	 	
              ·

            	
              Exhibit
                entrepreneurial ability with regard to execution with limited
                resources/personnel 

            


    

    


    


    


    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      C

    CONSULTING
      ADVISOR COMPENSATION

    


    


    


    


    CASH
      COMPENSATION:

    


    
      	 	
              ·

            	
              $10,000
                per month, paid upon receipt of
                invoice

            


    

    


    


    


    RESTRICTED
      STOCK: Total
      award of up to 90,000 common shares granted as follows:

    


    
      	
              Purpose

            	
              Timing

            	
              Granted
                shares

            
	
              Advisory
                services 

            	
              April
                30, 2006

            	
              75,000

            
	
              Discretionary
                bonus

            	
              April
                30, 2006 

            	
              15,000

            
	
              Total

            	 	
              90,000

            


    

    


    


    


    SERVICE
      PRORATION:
      Either
      party can terminate the relationship without need for cause before the end
      of
      three months. Upon such termination, the Consulting Advisor will keep whatever
      stock has been earned to that time. 

    
 

    REIMBURSABLE
      EXPENSES:
      Reimbursed for reasonable and customary expenses incurred on behalf of and
      in
      furtherance of the business of the Company and upon approval of such expenses,
      Ignis shall promptly (within 30 days) provide reimbursement for such expenses.
      

    


    


    
      
         

      

      
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