ex1015.htm


    Exhibit
10.15



    Agreement

    for

    Exploration,
Production and Strategic Services

    between

    Index
Oil and Gas, Inc.

    and

    ConRon
Consulting Inc.

    


    On the
1st
day of February 2008, Index Oil and Gas, Inc (the “Company” or “Client”) and
ConRon Consulting Inc (the “Contractor”) agree that the Contractor will supply
exploration, production and strategic business services as may be requested by
the Company for a fee of $2000 per day, to a maximum of 10 working days
equivalent per calendar month. The Contractor agrees to be subject to the
attached (Exhibit A) confidentiality agreement. Additional time worked will be
invoiced based on $250 per hour.  This service can begin upon
execution of this agreement.

    


    Services
will include but not be limited to:

    


    
      	
              1.  

            	
              Managing
      the Company’s existing contract with Moyes &
  Co.

            


    

    


    
      	
              2.  

            	
              Advising
      the Company on merger and acquisition opportunities, present both by Moyes
      & Co, the Company or the
Contractor.

            


    

    


    
      	
              3.  

            	
              Preparing
      presentation material including technical and financial
      information.

            


    

    


    
      	
              4.  

            	
              Advising
      the Board of Directors of the
Company.

            


    

    


    
      	
              5.  

            	
              Undertaking
      technical and commercial reviews of forward opportunities as requested by
      the Company.

            


    

    


    
      	
              6.  

            	
              Acting
      as Senior Vice President of Exploration and Production both internally
      within the Company and for the external
  community.

            


    

    


    The term
of the contract will have an initial period of four (4) months from the date of
this agreement (“Initial Term”) and; may be extended by mutual written agreement
by both parties for a further term of three (3) months (the “Second Term”),
which may be terminated by written notice of ten (10) days in either
term.

    


    In
addition to the base monthly retainer, the Company will grant to the Contractor
75,000 (seventy five thousand) shares of stock in the Company. The stock will be
awarded 4/7 (42,857) after 4 months, plus 3/7 (32,143) after 7 months. The award
of stock associated with the provision of services for the Second Term is
subject to the agreement being extended beyond the Initial Term for a further 3
months. The stock will be tradable on the first date that the Company registers
the stock (although the Company has no obligation to register the stock), or
under the prevailing conditions of Rule 144, whichever occurs
first.

    


    The
Initial Term will end on 31st May
2008.

    


    Success
Fee:

    


    Contractor
will be assigned a Success Fee comprising:

    


    
      	
              (i)  

            	
              Stock
      Options to purchase up to 200,000 (two hundred thousand) shares of common
      stock of the Company (or its successor) (the “Options”), which Options
      shall be granted at closing of the Company acquiring a working interest or
      other beneficial ownership in any opportunity identified by or evaluated
      by the Contractor on behalf of the Company during the term of this
      Agreement and associated with the Moyes Contract (see note 1 above) (the
      “Transaction”).  The Company shall make its best endeavors to
      seek the approval of the Options by the Board, and if required the
      Shareholders, on the date of the approval of the Transaction. The Options
      shall vest on the closing date of the Transaction and shall have a strike
      price set 10% above the closing market on the day the Transaction closes.
      This provision for a Success Fee on any closed Transaction with an entity
      or an asset identified in writing by Contractor for granting of Options
      shall remain valid for eighteen (18) months after termination of this
      agreement.

            


    

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
 

    If the
Options are not approved by the Board or Shareholders, the Company will grant to
the Contractor or the Contractor’s assignee the equivalent value in Company
stock as calculated under the Black Scholes method.

    


    
      	
              (ii)  

            	
              Options
      in the Company or its’ successor, with an aggregate strike price of 3.5%
      (Three and One Half Percent) of the full purchase price attributed to the
      entity and or asset acquired, at closing, of the Company’s acquired
      working interest or other beneficial ownership in any opportunity
      identified solely by or evaluated by Contractor. For the avoidance of
      doubt this opportunity must be outwith those defined in Exhibit B or any
      opportunity that appears on the Moyes Twice Monthly Progress Report (as
      such term is defined in the Company’s contract with Moyes & Co.). The
      Company shall use its best endeavors to seek the approval of the Options
      by the Board, and if required the Shareholders, on the date of the
      approval of the acquisition. The Options shall shall vest on the closing
      date of the Transaction and shall have a strike price set 10% above the
      closing market price on the day the Transaction closes. This provision for
      a Success Fee on any closed Transaction with an entity or an asset
      identified in writing, by Advisor for granting of Options shall remain
      valid for eighteen (18) months after termination of this
      agreement.

            


    

    


    If the
Options are not approved by the Board or Shareholders, the Company will grant to
the Contractor or the Contractor’s assignee the equivalent value in Company
stock as calculated under the Black Scholes method.

    


    


    Termination:

    


    After the
Initial Term, either party may terminate the engagement hereunder at any time
without cause by giving the other party ten days prior written notice and before
the scheduled termination date, the end of such period being the effective date
of termination hereunder.

    


    If the
Company terminates this agreement for its convenience, the provisions hereof
relating to compensation, confidentiality, reimbursement of expenses incurred as
part of normal duties and agreed by the Company prior to the effective date of
the termination shall survive any such termination.  If the Company
terminates this agreement for the Contractor's default or if the Contractor
terminates this agreement, the provisions hereof relating to compensation,
confidentiality, reimbursement of expenses incurred prior to the effective date
of the termination, but excluding future professional fees under the Initial
Term, shall survive any such termination.

    


    


    


    Disputes
will be addressed using Texas Law.

    


    
      
        	 	 	 	 	 
	 	 	 	 	 
	
                Signature:
      /s/   Lyndon
      West

              	 	 	
                Signature: 
      /s/ Ron Bain

              	 
	
                Lyndon
      West

              	 	 	
                Ron
      Bain

              	 
	Chief
      Executive Officer	 	 	President	 
	
                Index
      Oil and Gas Inc 

              	 	 	
                ConRon
      Consulting Inc

              	 
	Suite
      440 	 	 	9406
      Fenchurch Drive	 
	10,000
      Memorial Drive 	 	 	Houston,
      Texas 77379	 
	Spring,
      Texas 77379	 	 	Phone:
      281 655 8052	 
	Phone:
      713 683 0800 	 	 	 	 
	 	 	 	 	 


      



                     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

                                                                              

                                                                                                   

     

                                                                                        

    


    Agreement

    for

    Exploration,
Production and Strategic Services

    between

    Index
Oil and Gas Inc.

    and

    ConRon
Consulting Inc.

    Addendum
#1

    


    


    On the
1st
day of June 2008, Index Oil and Gas Inc (the “Company” or “Client”) and ConRon
Consulting Inc (the “Contractor”) agree to the following amendments to their
agreement dated 1st
February 2008 in that the Contractor will supply exploration, production and
strategic business services as may be requested by the Company for a fee of
$2000 per day, for the first 10 working days equivalent supplied per month.
Additional days will be supplied at a fee of $1500 per working day equivalent
supplied per month.

    


    In
addition the Contractor will receive 715 Index common stock for each day at the
rate of $2000 per day and 1250 Index common stock for each day at the rate of
$1500 per day.  The price per share will be calculated at the end of
June 2008 (close market price on last working day) and thereafter at three
monthly intervals on the closing working day of the period.

    


    These
terms supersede the originally agreement, specifically the Second
Term.

    


    The
Contractor agrees to be subject to the attached (Exhibit A) confidentiality
agreement.

    


    Services
will include but not be limited to:

    


    
      	
              1.  

            	
              Managing
      the Company’s existing contract with Moyes &
  Co.

            


    

    


    
      	
              2.  

            	
              Advising
      the Company on merger and acquisition opportunities, presented both by
      Moyes & Co, the Company or the
Contractor.

            


    

    


    
      	
              3.  

            	
              Preparing
      presentation material including technical and financial
      information.

            


    

    


    
      	
              4.  

            	
              Advising
      the Board of Directors of the
Company.

            


    

    


    
      	
              5.  

            	
              Undertaking
      technical and commercial reviews of forward opportunities as requested by
      the Company.

            


    

    


    
      	
              7.  

            	
              Acting
      as Senior Vice President of Exploration and Production both internally
      within the Company and for the external
  community.

            


    

    


    


    Success
Fee:

    


    Contractor
will be assigned a Success Fee comprising:

    


    
      	
              (i)  

            	
              Stock
      Options to purchase up to 200,000 (two hundred thousand) shares of common
      stock of the Company (or its successor) (the “Options”), which Options
      shall be granted at closing of the Company acquiring a working interest or
      other beneficial ownership in any opportunity identified by or evaluated
      by the Contractor on behalf of the Company during the term of this
      Agreement and associated with the Moyes Contract (see note 1 above) (the
      “Transaction”).  The Company shall make its best endeavors to
      seek the approval of the Options by the Board, and if required the
      Shareholders, on the date of the approval of the Transaction. The Options
      shall vest on the closing date of the Transaction and shall have a strike
      price set 10% above the closing market on the day the Transaction closes.
      This provision for a Success Fee on any closed Transaction with an entity
      or an asset identified in writing by Contractor for granting of Options
      shall remain valid for eighteen (18) months after termination of this
      agreement.

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    If the
Options are not approved by the Board or Shareholders, the Company will grant to
the Contractor or the Contractor’s assignee the equivalent value in Company
stock as calculated under the Black Scholes method.

    


    
      	
              (ii)  

            	
              Options
      in the Company or its’ successor, with an aggregate strike price of 3.5%
      (Three and One Half Percent) of the full purchase price attributed to the
      entity and or asset acquired, at closing, of the Company’s acquired
      working interest or other beneficial ownership in any opportunity
      identified solely by or evaluated by Contractor. For the avoidance of
      doubt this opportunity must be outwith those defined in Exhibit B or any
      opportunity that appears on the Moyes Twice Monthly Progress Report (as
      such term is defined in the Company’s contract with Moyes & Co.). The
      Company shall use its best endeavors to seek the approval of the Options
      by the Board, and if required the Shareholders, on the date of the
      approval of the acquisition. The Options shall vest on the closing date of
      the Transaction and shall have a strike price set 10% above the closing
      market price on the day the Transaction closes. This provision for a
      Success Fee on any closed Transaction with an entity or an asset
      identified in writing, by Advisor for granting of Options shall remain
      valid for eighteen (18) months after termination of this
      agreement.

            


    

    


    If the
Options are not approved by the Board or Shareholders for any transaction closed
on or before 30th
September 2008, the Company will grant to the Contractor or the Contractor’s
assignee the equivalent value in Company stock as calculated under the Black
Scholes method at closing of any transaction for the stock options which would
have been awarded under the paragraph above.

    


    


    Term:

    


    The term
of the contract will have an initial period of twelve (12) months from the date
of this agreement. This period supersedes the originally agreement, specifically
the Second Term.

    


    Termination:

    


    Either
party may terminate the engagement hereunder at any time without cause by giving
the other party ten days prior written notice and before the scheduled
termination date, the end of such period being the effective date of termination
hereunder.  Should either party terminate the agreement any accrued
stock will be paid upto that date (date of termination). The stock
will be tradable on the first date that the Company registers the stock
(although the Company has no obligation to register the stock), or under the
prevailing conditions of Rule 144, whichever occurs first.

    


    If the
Company terminates this agreement for its convenience, the provisions hereof
relating to compensation, confidentiality, reimbursement of expenses incurred as
part of normal duties and agreed by the Company prior to the effective date of
the termination shall survive any such termination.  If the Company
terminates this agreement for the Contractor's default or if the Contractor
terminates this agreement, the provisions hereof relating to compensation,
confidentiality, reimbursement of expenses incurred prior to the effective date
of the termination, but excluding future professional fees under the Initial
Term, shall survive any such termination.

    


    


    


    Disputes
will be addressed using Texas Law.

     

    
      


      
        
          	 	 	 	 	 
	 	 	 	 	 
	
                  Signature:
      /s/   Lyndon
      West

                	 	 	
                  Signature: 
      /s/ Ron Bain

                	 
	
                  Lyndon
      West

                	 	 	
                  Ron
      Bain

                	 
	Chief
      Executive Officer	 	 	President	 
	
                  Index
      Oil and Gas Inc 

                	 	 	
                  ConRon
      Consulting Inc

                	 
	Suite
      440 	 	 	9406
      Fenchurch Drive	 
	10,000
      Memorial Drive 	 	 	Houston,
      Texas 77379	 
	Spring,
      Texas 77379	 	 	Phone:
      281 655 8052	 
	Phone:
      713 683 0800 	 	 	 	 
	 	 	 	 	 


        





      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    Agreement

    for

    Exploration,
Production and Strategic Services

    between

    Index
Oil and Gas Inc.

    and

    ConRon
Consulting Inc.

    Addendum
#2

    


    


    On the
1st
day of July 2008, Index Oil and Gas Inc (the “Company” or “Client”) and ConRon
Consulting Inc (the “Contractor”) agree to the following amendments to their
agreement dated 1st
February 2008

    


    To act as
Chief Operating Officer both internally within the Company and for the external
community.

    


    
      


      
        	 	 	 	 	 
	 	 	 	 	 
	
                Signature:
      /s/   Lyndon
      West

              	 	 	
                Signature: 
      /s/ Ron Bain

              	 
	
                Lyndon
      West

              	 	 	
                Ron
      Bain

              	 
	Chief
      Executive Officer	 	 	President	 
	
                Index
      Oil and Gas Inc 

              	 	 	
                ConRon
      Consulting Inc

              	 
	Suite
      440 	 	 	9406
      Fenchurch Drive	 
	10,000
      Memorial Drive 	 	 	Houston,
      Texas 77379	 
	Spring,
      Texas 77379	 	 	Phone:
      281 655 8052	 
	Phone:
      713 683 0800 	 	 	 	 
	 	 	 	 	 


      

      
 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

    

    


    EXHIBIT
A – CONFIDENTIALITY AGREEMENT

    


    THIS
AGREEMENT (hereinafter referred to as the "Agreement"),is made this First day of
February, 2008 (“Effective Date”), by and between Index Oil and Gas,
Inc.,  (hereinafter referred to as the "Disclosing Party") a
corporation existing under the laws of Nevada with its registered office at 711
S. Carson Street, Carson City, Nevada, U.S.A. 89701 (“IOGI”) and ConRon
Consulting., Inc., (hereinafter referred to as the "Receiving Party") a
corporation existing under the laws of Texas with its registered office at 9406
Fenchurch Drive., Spring, Texas 77379 (“Contractor”).  IOGI and
Consultant may also be referred to herein individually as a “Party” and together
as the “Parties.”

    


    
      	
              1.

            	
              In
      connection with the evaluation and preparation of a report based on
      certain confidential plans and documents held by the Disclosing Party
      relating to the acquisition of oil and gas assets/corporations in the USA,
      (hereinafter referred to as
      the "Plans"), the Disclosing Party is willing, in accordance with the
      terms and conditions of this Agreement, to disclose (either through itself
      or its representatives ) to the Receiving Party (or its representatives)
      certain confidential information,  on a nonexclusive basis,
      relating to the Plans which includes, but is not necessarily limited to,
      geological and geophysical data, maps, models and interpretations and
      commercial, contractual and financial information, as more fully described
      in Exhibit "A" attached hereto and made a part hereof (hereinafter
      referred to as the "Confidential
Information").

            


    

    


    
      	
              2.

            	
              In
      consideration of the disclosure
      referred to in Paragraph 1 hereof, the Receiving Party agrees that the
      Confidential Information shall be kept strictly
      confidential and shall not be sold, traded, published or otherwise
      disclosed to anyone in any manner whatsoever, including by means of
      photocopy, reproduction or electronic media, without the Disclosing
      Party's prior written consent, except as provided in this
      Agreement.

            


    

    


    
      	
              3.

            	
              The
      Receiving Party may disclose the Confidential Information without the
      Disclosing Party's prior written consent only to the extent such
      information:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      already known to the Receiving Party as of the date of disclosure
      hereunder;

            


    

    


    
      	
               
      

            	 	
              (b)

            	
              is
      already in possession of the public or becomes available to the public
      other than through the act or omission of the Receiving Party or of any
      other person to whom Confidential Information is disclosed pursuant to
      this Agreement;

            


    

    


    
      	
               
      

            	 	
              (c)

            	
              is
      required to be disclosed under applicable law, stock exchange regulations
      or by a governmental order, decree, regulation or rule (provided that the
      Receiving Party shall make all reasonable efforts to give prompt written
      notice to the Disclosing Party prior to such
  disclosure);

            


    

    


    
      	
               
      

            	 	
              (d)

            	
              is
      acquired independently from a third party that represents that it has the
      right to
      disseminate such information at the time it is acquired by the Receiving
      Party; or

            


    

    


    
      	
               
      

            	
              (e)

            	
              is
      developed by the Receiving Party independently of the Confidential
      Information received from the Disclosing
Party.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Receiving Party may disclose the Confidential Information without the
      Disclosing Party's prior written consent to an Affiliated Company (as
      hereinafter defined), provided that the Receiving Party guarantees the
      adherence of such Affiliated Company to the terms of this Agreement.
      "Affiliated Company" shall mean any company or legal entity which
      controls, or is controlled by, or which is controlled by an entity which
      controls, a Party.  "Control" means the ownership directly or
      indirectly of more than fifty (50) percent of the voting rights in a
      company or other legal entity.

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               
      

            	
              5.

            	
              The
      Receiving Party shall be entitled to
      disclose the Confidential Information without the Disclosing Party's prior
      written consent to such of the following persons to the extent that they
      have a clear need to know in order to evaluate the
  Area:

            


    

    


    
      	
               
      

            	
              (a)

            	
              employees,
      officers and directors of the Receiving
Party;

            


    

    


    
      	
               
      

            	
              (b)

            	
              employees,
      officers and directors of an Affiliated
Company;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      consultant or agent retained by the Receiving Party or its Affiliated
      Company; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      bank or other financial institution  or entity funding or
      proposing to fund the Receiving Party's participation in the Area,
      including any  consultant retained by such bank or other
      financial institution or entity.

            


    

    


    Prior to
making any such disclosures to persons under subparagraphs (c) and (d) above, however, the Receiving Party
shall obtain an undertaking of confidentiality, enforceable by both the
Disclosing Party and the Receiving Party, substantially in the same form and
content as this Agreement, from each such person; provided, however, that in the
case of outside legal counsel, the Receiving Party shall only be required to
procure that such legal counsel is bound by an obligation of
confidentiality.

    


    
      	
               
      

            	
              6.

            	
              The
      Receiving Party and its Affiliated Companies, if any, shall only use or
      permit the use of the Confidential Information disclosed under this
      Agreement to evaluate the Plans in connection with the acquisition advice
      to Client.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      Receiving Party shall be responsible for ensuring that all persons to whom
      the Confidential Information is disclosed under this Agreement shall keep
      such information confidential and shall not disclose or divulge the same
      to any unauthorized person. Neither Party shall be liable in an action
      initiated by one against the other for special, indirect or consequential
      damages resulting from or arising out of this Agreement, including,
      without limitation, loss of profit or business interruptions, however same
      may be caused.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      Receiving Party shall acquire no proprietary interest in or right to the
      Confidential Information, and the Disclosing Party may demand the return
      thereof at any time upon giving written notice to the Receiving
      Party.  Within thirty (30) days of receipt of such notice, the
      Receiving Party shall return all of the original Confidential Information
      and shall destroy or cause to be destroyed all copies and reproductions (
      in whatever form, including but not limited to, electronic media) in its
      possession and in the possession of persons to whom it was disclosed
      pursuant to this Agreement .

            


    

    


    
      	
               
      

            	
              9.

            	
              Unless
      earlier terminated the confidentiality obligations and limitations on use
      set forth in this Agreement shall terminate on the later of one year after
      the date of this Agreement or the date on which disclosure is no longer
      restricted either under the law applicable in the Area or under the terms
      of the concession, license, contract or permit currently covering the
      Area.

            


    

    


    
      	
               
      

            	
              10.

            	
              The
      Disclosing Party hereby represents and warrants that it has the right and
      authority to disclose the Confidential Information to the Receiving Party
      (or its representatives). THE DISCLOSING PARTY, HOWEVER,
      MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
      QUALITY, ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION
      DISCLOSED HEREUNDER, AND THE RECEIVING PARTY (ON BEHALF OF ITSELF AND ITS
      REPRESENTATIVES) EXPRESSLY ACKNOWLEDGES THE INHERENT RISK OF ERROR IN THE
      ACQUISITION, PROCESSING AND INTERPRETATION OF GEOLOGICAL AND GEOPHYSICAL
      DATA.  THE DISCLOSING PARTY, ITS AFFILIATED COMPANIES, THEIR
      OFFICERS, DIRECTORS AND EMPLOYEES SHALL HAVE NO LIABILITY WHATSOEVER WITH
      RESPECT TO THE USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY THE
      RECEIVING PARTY (OR ITS
REPRESENTATIVES).

            


    

     

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               
      

            	
              11.

            	
              (a)

            	
              This
      Agreement shall be governed by and interpreted in accordance with the
      substantive law of  the State of
  Texas.

            


    

    
      	
               
      

            	 	
              (b)

            	
              Any
      dispute arising out of or relating to this Agreement, including any
      question regarding its existence, validity or termination, which cannot be
      amicably resolved by the Parties, shall be settled before a sole
      arbitrator in accordance with the Arbitration Rules of the American
      Arbitration Association in Dallas, Texas.  The
      resulting arbitral award shall be final and binding without right of
      appeal, and judgment upon such award may be entered in any court having
      jurisdiction thereof.  A dispute shall be deemed to have arisen
      when either Party notifies the other Party in writing to that
      effect.

            


    

    


    
      	
               
      

            	
              12.

            	
              Unless
      otherwise expressly stated in writing, any prior or future proposals or
      offers made in the course of the Parties' discussions are implicitly
      subject to all necessary management and government approvals and may be
      withdrawn by either for any reason or for no reason at any
      time.  Nothing contained herein is intended to confer upon the
      Receiving Party any right whatsoever to the Disclosing Party's interest in
      the Area.

            


    

    


    
      	
               
      

            	
              13.

            	
              No
      amendments, changes or modifications to this Agreement shall be valid
      except if the same are in writing and signed by a duly authorized
      representative of each of the Parties
hereto.

            


    

    


    
      	
               
      

            	
              14.

            	
              This
      Agreement comprises the full and complete agreement of the Parties hereto
      with respect to the disclosure of the Confidential Information and
      supersedes and cancels all prior communications, understandings and
      agreements between the Parties hereto relating to the Confidential
      Information, whether written or oral, expressed or
  implied.

            


    

    


    
      	
               
      

            	
              15.

            	
              The
      Receiving Party may only assign this Agreement to an Affiliated Company;
      provided, however, the Receiving Party shall remain liable for all
      obligations, whether expressed or implied, under this
      Agreement.  Without limiting the foregoing, this Agreement shall
      bind and inure to the benefit of the Parties and their respective
      successors and assigns.

            


    

    


    IN
WITNESS WHEREOF,
the duly authorized representatives of the Parties have caused this Agreement to
be executed on the date first written above.

    


    DISCLOSING
PARTY                                                                                                           RECEIVING
PARTY

    


    


    By:__________________________                                                                                     By:________________________________

    


    Printed
Name:
_________________                                                                                     Printed
Name:________________________

    


    Title:
_________________________                                                                                     Title:______________________________

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

     

     

    Exhibit
B: Client Opportunities

    


    1.
Century Petroleum

    2. GB
Petroleum Ltd.

    3.
Unicorp Inc.

    


    


     

    EXHIBIT
C - INDEMNIFICATION AND OTHER TERMS

     

    


    
      	
              1.  

            	
              Index
      Oil and Gas Inc (the “Client”)  indemnifies ConRon Consulting
      Inc. and its officers, directors, employees and principals (“Indemnified
      Persons”) against any claim, action, damage, loss, liability, cost,
      charge, expense, or payment (including, but not limited to, legal costs
      and expenses and professional consultant’s fees on a full indemnity basis)
      which the Indemnified Person may pay, suffer, incur or become liable for
      to any third party arising out of or as a consequence, whether directly or
      indirectly of:

            


    

    


    
      	
              a.

            	
              the
      use and disclosure of information provided by the Client as specifically
      authorized by the Client; or

            


    

    


    
      	
               
      

            	
              b.

            	
              the
      performance of the obligations of ConRon Consulting Inc. under this
      Agreement  other than as a result of the negligence, fraud, or
      breach of contract by an Indemnified
Person.

            


    

    


    
      	
              2.  

            	
              The
      Client must pay all costs and expenses of the Indemnified Persons in
      relation to the enforcement, protection or exercise of any rights under
      the indemnity under clause 1 to which they are entitled, including, but
      not limited to, the legal costs and expenses and professional consultant’s
      fees for any of the above on a full indemnity
  basis.

            


    

    


    
      	
              3.  

            	
              The
      Client agrees that in the settlement of any claim, lawsuit, action or
      other proceedings against the Client in respect of which an Indemnified
      Person also has joint or several liability or potential liability, the
      Client will use all reasonable endeavors to ensure that any settlement of
      such claim includes a release of the corresponding liability of the
      Indemnified Person in respect of that
claim.

            


    

    


    
      	
              4.  

            	
              This
      Agreement may not be amended, modified or terminated except in writing
      signed by all parties hereto.

            


    

    


    
      	
              5.  

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Texas.  The parties hereto irrevocably submit to
      the jurisdiction and venue of any court of the State of Texas and waive
      any and all objections to jurisdiction and venue that it or he may
      have.

            


    

    


    
      	
              6.  

            	
              The
      Client agrees that ConRon Consulting. has the right to describe its
      services hereunder in materials that it provides to clients and
      prospective clients and in advertisements in financial and other
      newspapers and journals at its own expense, provided that ConRon
      Consulting will submit a copy of such materials or advertisements to the
      Client and its counsel and any use of such materials or advertisements
      will be subject to the prior approval of the form and substance of the
      materials or advertisements by the Company and its
  counsel.

            


    

    


    
      	
              7.  

            	
              In
      the event ConRon Consulting institutes a lawsuit against the Client for a
      claim arising out of or to specifically enforce this Agreement, and ConRon
      Consulting prevails in such lawsuit, the Client shall pay the reasonable
      attorneys’ fees incurred by ConRon Consulting in connection with such
      lawsuit.

            


    

    


    
      	
              8.  

            	
              This
      Agreement embodies the entire agreement and understanding of the parties
      hereto in respect of the subject contained herein and supersedes all prior
      agreements and understandings between the parties with respect to such
      subject matter.  This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors and
      permitted assigns, but this Agreement shall not be assigned by any of the
      parties hereto without the prior written consent of the other
      party.  In the event any provisions hereof shall be modified or
      held ineffective by any Court in any respect, such adjudication shall not
      invalidate or render ineffective the balance of the provisions
      hereof.

            


    

    


    Executed
this 1st Day of
February , 2008

    


    Name:________________________________

    


    Title:________________________________

    Date:______________________________

    
 

     

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