HFS Bedrock Energy Consulting Agreement
           Confidential






Bedrock Energy Inc.                                           January  24, 2009
8950 Scenic Pine Drive
Parker, CO 80134

Attn: Mr. Edward Nichols - President/CEO

Mr. Nichols:

         The purpose of this  document is to confirm the  engagement  of HANOVER
FINANCIAL  SERVICES,  (HFS) located at 6388 Clearview Road, Suite 100,  Boulder,
Colorado 80303 by Bedrock  energy,  Inc. (the  "Company"),  having its principal
office at 8950 Scenic Pine Drive, Parker, CO 80134

Therefore,  in  consideration  of the mutual  promises and agreements  contained
herein, and on the terms and conditions hereinafter set forth, the parties agree
as follows:


                        Advisory and Consulting AGREEMENT

1.01 Engagement of Consultant: The Company hereby confirms the engagement of HFS
as a  non-exclusive  Consultant  to the Company and HFS hereby  agrees to render
services to the Company as set forth below.

Services:   HFS  hereby  agrees  to  provide  services  to  the  Company,  as  a
non-exclusive  consultant,  for a period of Six (6) months  from the date of the
execution  of this  Agreement  ("Agreement")  to  provide  business  development
consulting  services to the Company in the  following  areas:  mineral  interest
acquisitions for exploration and development,  and in the implementation of debt
and equity funding programs. The Agreement shall automatically  terminate at the
end of the six month  period  unless  extended  at the  request  of  Company  in
writing.

HFS will also assist the Company with its external growth  strategies  involving
potential  merger and  acquisition  transactions,  providing  assistance  to the
Company in all phases of a proposed  Transaction  including the  identification,
review and introduction to the Company of various strategic opportunities,  with
the  intended  result  to  accomplish  energy  related   acquisitions,   capital
investment,  or other such  Transaction  involving  all or part of the  business
interests ("Transaction") of the Company.


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A list of consulting  services available to the Company,  which would be covered
by this agreement,  are as follows.  However,  HFS will focus its efforts on the
Objective  Criteria set forth in subsections  1, 2, and 3, below:  (a.) HFS will
provide  consulting  services  to the  Company  related  to its  "going  public"
strategy and in all aspects of becoming a publicly traded Company.

(b.) HFS will analyze the Company,  its anticipated  capital  requirements,  the
     potential  market for its public  securities,  and other  issues that might
     impact the Company's business plan.

(c.) HFS will also provide  assistance in locating  suitable  potential  mineral
     interest acquisitions in the energy sector.

(d.) HFS  will  advise  the  Company  on  the  terms  and  conditions  involving
     acquisitions  in the energy sector  taking into account the capital  needs,
     industry, management and market conditions of the Company to be acquired.

(e.) HFS will  Identify and  introduce to the  Company,  qualified  investors or
     strategic  partners who may be  interested  in providing  financing for the
     Company's business plan.

(f.) HFS will  assume  the  responsibility  for the  creation,  collection,  and
     organization  of  all  due  diligence   materials   provided  to  potential
     investors.

(g.) HFS will be actively involved in negotiating the final terms and conditions
     of the Financing and any acquisitions of mineral interests

(h.) Perform such general business development  consulting and advisory services
     as may be requested by the Company.

The Consultant would not be responsible for providing specialist  engineering or
technical  advice or for providing legal or accounting  advice (for example,  on
legal or taxation  matters) or services  which the Company will agree to provide
or would usually  provide.  Consultant  would be authorized by the Company to do
anything,  which is  reasonably  necessary  either to carry out  services  or to
comply with any applicable laws, rules, regulations,  authorisations,  consents,
or practice as may be reasonable and/or appropriate.

The advisory and consultation  services, as defined in this Agreement,  shall be
provided to the Company in such form, manner and place as the Company reasonably
requests.

Objective Criteria for defining HFSs performance:  HFS shall:

1)   Be  required  to pursue and use every  reasonable  effort to  complete  the
     closing the public offering,  utilizing its Contacts,  within 90 days after
     the 1st Post Effective Amendment of the Company has been filed and approved
     by the SEC.

2)   Be required to present  documentation on qualified acquisition prospects to
     the Company.

3)   Be required to provide other consulting services as reasonably requested by
     the Company, related to this engagement agreement

3.01  Compensation:  The Company  agrees to pay HFS a monthly  consulting fee of
$5,000  which  will be paid in the  form of  100,000  shares  per  month  of the
Company's  restricted common stock. 300,000 shares will vest upon the engagement
date and be issued as full  payment for the first three  months of service.  The
remaining  shares  will vest and will be issued  to the  Consultant  in a timely
manner after the first of each subsequent  month,  beginning on the fourth month
and every month  thereafter  unless HFS has been terminated per Section 13.01 of
this agreement.


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These  shares  will  be  duly  authorized,   validly  issued,   fully  paid  and
nonassessable,  be free and clear of all liens, encumbrances and claims of every
kind.  This  Agreement  shall serve as the Company's  documentation  for payment
processing and remittances.

4.01 Expense Reimbursement: The Company will reimburse Consultant, promptly upon
request,  for all  reasonable  out-of-pocket  costs  and  expenses  incurred  by
Consultant and its affiliates in connection with this Agreement. Consultant will
obtain the prior  approval of the Company for any  expenses for which it intends
to incur if the aggregate of the expenses exceeds $250.00.

5.01  Introduction  of Contacts:  It is understood  and agreed by reason of this
Agreement,  that  the  Company  may  learn  from  HFS  the  names  of  potential
acquisitions  and the contact  information for potential  investors,  borrowers,
lenders,  agents, brokers,  principals,  clients, trusts, or other institutions.
This information may include,  but may not be necessarily  limited to, financial
and business  information,  comparative  financial  analysis,  addresses,  phone
numbers, contact person, and other information,  and shall hereafter be referred
to as "Contacts."

It is understood  and agreed that the Contacts of HFS,  which will be identified
in writing Company as having  originated with HFS, shall only be used by HFS and
Company for the purpose of this agreement and for no other purpose. Both parties
agree that there shall be no additional compensation owed to HFS, for the use of
HFS's Contacts introduced to the Company during the term of this Agreement.

6.01 Disclaimer of  Responsibility  for Acts of the Company:  The obligations of
HFS described in this  Agreement  consist  solely of the services to the Company
herein described.  In no event shall HFS be required by this Agreement to act as
the agent of the  Company  or  otherwise  to  represent  or make  decisions  for
Company.  All  final  decisions  with  respect  to  acts of the  Company  or its
affiliates,  whether  or not made  pursuant  to or in  reliance  on  information
furnished by HFS  hereunder,  shall be those of the Company or such  affiliates,
and HFS shall under no  circumstances be liable for any expense incurred or loss
suffered by the Company as a consequence of such decisions unless such liability
is the result of willful misconduct or gross negligence of HFS.

7.01  Provision of  Information:  The Company  shall  provide HFS with  business
information  required by HFS to perform the services set forth herein. and shall
keep HFS informed of information that is needed by HFS and shall promptly inform
HFS of any  changes,  which may  materially  affect its business or HFS' efforts
under this Agreement.

8.01 Accuracy of Information:  HFS may rely on all  information  provided by the
Company  and HFS may  disclose  such  information  to  third  parties  with  the
Company's  prior written  notice.  The Company shall be solely  responsible  for
obtaining confidentiality agreements from any persons, provided however, HFS, at
the request of the Company,  shall obtain such agreements in the form prescribed
by the Company.

9.01 Confidentiality: Both Parties agree and understands that as a condition for
each to furnish to the other party information  about prospective  acquisitions,
investment  partners,  or  general  business  information  of  Company  or other
information that HFS considers "confidential"  (Confidential  Information") each
party agrees that it will treat  confidentially  of any Information of the other
party  or their  agents  furnished  hereunder.  Both  Parties  will  direct  its
directors, officers, employees and representatives, not to disclose to any other
party Confidential Information or the fact that a discussion or negotiations are
taking place  concerning a possible  Transaction  between the Company and any of
the  Contacts,  any  information  concerning  the  Contacts or any of the terms,
conditions or other facts with respect to any such possible  Transactions unless
the Party has the prior  written  permission of the other Party or the Contacts,
as applicable, to do so.


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10.01 Outside Activities of HFS: HFS shall not by this Agreement be prevented or
barred  from  rendering  services  of the  same or  similar  nature,  as  herein
described,  or service of any nature  whatsoever  for, or on behalf of, persons,
firms, or corporations other than the Company.  Similarly, the Company shall not
be prevented  or barred from seeking or requiring  services of a same or similar
nature from persons other than HFS.  However,  HFS shall not  participate in any
transaction  or activity  that is in direct  conflict  with the interests of the
Company without prior disclosure of such activity to the Company

11.01  Amendment:  No  amendment  to this  Agreement  shall be valid unless such
amendment is in writing and is signed by authorized  representatives  of all the
parties to this Agreement.

12.01 Termination:  This Agreement may be terminated by either party upon giving
thirty (30) days written notice to the other party.

13.01 Waiver: Any of the terms and conditions of this Agreement may be waived at
any time and from time to time in writing by the party  entitled  to the benefit
thereof, but a waiver in one instance shall not be deemed to constitute a waiver
in any other  instance.  A failure to enforce any  provision  of this  Agreement
shall not  operate  as a waiver  of this  provision  or of any  other  provision
hereof.

14.01  Severability:  In the event that any provision of this Agreement shall be
held  to be  invalid,  illegal,  or  unenforceable  in  any  circumstances,  the
remaining  provisions  shall  nevertheless  remain in full  force and effect and
shall be construed as if the unenforceable portion or portions were deleted.

15.01 Assignment:  This Agreement shall be binding upon and inure to the benefit
of the  parties and their  respective  successors  and  permitted  assigns.  Any
attempt by either party to assign any rights,  duties,  or obligations which may
arise under this Agreement  without the prior written consent of the other party
shall be void.

16.01 No Breach by Company:  Both  Parties  represents  and  warrants  that this
Agreement and the  consummation  of a Transaction  contemplated  hereby will not
result in a mutual  breach of any of the terms,  provisions or conditions of any
agreement or condition to which either is a party or is subject.

17.01  Governing  Law  and  Jurisdiction:   The  validity,   interpretation  and
construction  of this  Agreement  and each part  thereof will be governed by the
laws of the  State of  Colorado.  The  Agreement  shall be  deemed  to have been
executed  in  Colorado  and  the  courts  of  Colorado   shall  have   exclusive
jurisdiction as to any disputes arising in connection with this Agreement.

18.01   Counterparts:   This   Agreement  may  be  executed  in  any  number  of
counterparts,  each of which may be deemed an original and all of which together
will constitute one and the same instrument.

19.01  Authorization:  The parties  each agree,  represent  and warrant that the
undersigned  signatories  have the legal and binding  authority  to execute this
Agreement.


IN WITNESS  WHEREOF,  this Agreement has been executed  effective as of the date
first above written.


Hanover Financial Services        By: Mr. Ronald Blekicki    _________________

                                                             President/CEO

Bedrock Energy, Inc.             By: Mr. Edward Nichols     __________________

                                                             President/CEO



                        www.hanoverfinancialservices.com
               6388 Clearview Road, Suite 100, Boulder, CO. 80303


                                             PH: 303.494.3617, FX: 303.494.3568