1

 
printers to aid in the preparation of the packages and will be responsible for the maintenance ofsuch equipment.**3.****COMPENSATION**CONSULTANT will be paid a cash Prospect fee in the amount of One Hundred Thousand Dollars($100,000) for each Prospect accepted by Company. In addition the Parties will define an Area ofMutual Interest (the “AMI”). CONSULTANT shall be assigned a two per cent (2%) overriding royaltyinterest proportionately reduced to the net mineral interest acquired in each Oil and Gas Leasewithin the AMI. After submittal of a Prospect package by CONSULTANT, COMPANY has thirty days torespond to an interest in committing to accept the Prospect. If COMPANY DECLINES the Prospect,CONSULTANT is free to market the Propect for his benefit. If COMPANY accepts the Prospect, COMPANYwill commence the acquisition of leases. For the purposes of this Agreement CONSULTANTS Prospectfee will be earned when the leases for the Prospect are acquired. If COMPANY has not acquired anyleases within six (6) months of responding to its intend to accept the Prospect, COMPANY has theoption of paying CONSULTANT the Prospect fee or releasing theProspect to CONSULTANT. Theprovisions of this Article 3 will survive the expiration of thisAgreement.**4.****INDEPENDENT CONTRACTORS**It is understood and agreed that for the purposes of this Agreement that for all services whichhave been or will be provided hereunder, CONSULTANT shall be, and shall be deemed to be, anindependent contractor. CONSULTANT shall have no authority to make any statements, representationsor commitments of any kind, or to take any action that shall be binding on COMPANY except asprovided for herein or authorized in writing by COMPANY. CONSULTANT shall be fully responsible forall costs and liability associated with CONSULTANT including but not limited to compensation,benefits, insurance, taxes and other costs of employment. The CONSULTANT agrees to release andindemnify COMPANY from any liabilities and claims which result from the CONSULTANTS failure tocomply with this Article 4. The provisions of this Article 4 will survive the expiration of thisAgreement.**5.****CONFIDENTIAL INFORMATION**Confidentialinformation shall mean all information disclosed to CONSULTANT by COMPANY thatrelates to past, present, and future exploration development and business activities, except suchinformation as is previously known to CONSULTANT, or is publicly available. CONSULTANT shall notuse or disclose to any third party any such confidential information, unless required to do so bya court of law or in the event COMPANY declines a Prospect, CONSULTANT may use such confidentialinformation as it relates to Prospects that CONSULTANT elects to market for his benefit asprovided for in Article 3 above. CONSULTANT shall comply with all known terms and conditions ofthe COMPANY’S third party license agreements or joint venture agreements that may apply to suchconfidential information. Upon COMPANY’S request or expiration of this Agreement, CONSULTANT shallreturn to COMPANY all written or descriptive matter, including but not limited to the
2

 
geophysical data, drawings, maps, plots, computer tapes or other papers or documents which containany such confidential information. The provisions of this Article 5 will survive the expiration ofthis Agreement.**6.****TERM**The term of this Agreement shall commence on the effective date of this Agreement and willcontinue until January 31, 2009. This contract will be automatically extended for additional one(1) year terms unless at least thirty (30) days prior to the then-scheduled expiration date eitherParty gives written notice to the other Party that such Party elects to not extend the term ofthis Agreement.**7.****ENTIRE ARGEEMENT**ThisAgreement contains the entire agreement between the parties and it supersedes all prioragreements and understandings between the parties respecting the subject matter hereof. ThisAgreement may not be amended, changed or terminated orally by, on, or on behalf of eitherparty.**8.****GOVERING LAW**This Agreement and the rights and obligations of the parties hereunder shall be governed by andinterpreted, construed and enforced in accordance with the laws of the State of Texas withoutgiving effect to conflicts of laws principles. This Agreement shall be performable in Houston,Harris County, Texas and venue for any litigation to enforce a provision hereto or to construethis Agreement shall be in Houston, Harris County, Texas.**9.****NOTICES**Any notice or request herein required or committed to be given hereunder shall be given in writingat the addresses set forth below.**10.****SURVIVORSHIP**The terms and provisions articles 3, 4 and 5 shall survive the termination of this Agreement, andshall remain in full force and effect thereafter, and shall be binding upon the parties hereto, andtheir respective representatives, successors, and authorized assigns.**11.****ASSIGNMENT**This Agreement may not be assigned or delegated, in whole or in part, without the prior writtenconsent of the other party.
3

 
**12.****COUNTERPARTS**This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal and all of which shall constitute one and the same Agreement.EXECUTED EFFECTIVE THE 1st DAY OF February, 2008.       BAYOU CITY EXPLORATION, INC.         /s/ Robert Burr     Robert Burr    President and CEO         10777 Westheimer, Suite 170    Houston, Texas 77042    Phone No. 832-358-3900    Fax No. 832-358-3903    Email: bobburr@blueridgegroup.com         Bart Birdsall         /s/ Bart Birdsall         P.O. Box 90733    Houston, Texas 77290    Phone No.: 281-793-1266    Email: bartbirdsall@hotmail.com  
4