Filed by sedaredgar.com - Pluris Energy Group Inc. - Exhibit 10.30







MANAGEMENT CONSULTING SERVICES AGREEMENT

THIS MANAGEMENT CONSULTING SERVICES AGREEMENT is made
and dated for reference effective as at July 1, 2007 (the “Effective
Date”).

AMONG:

PLURIS ENERGY GROUP INC., a
company incorporated under the laws of the State of Nevada, U.S.A., and having
an executive office and an address for notice and delivery located at 10777
Westheimer, Suite 1100, Houston, Texas, USA, 77042 

(the “Company”)

AND:

PLURIS ENERGY GROUP INC., a
company incorporated under the laws of the British Virgin Islands, and also
having an executive office and an address for notice and delivery located at
10777 Westheimer, Suite 1100, Houston, Texas, USA, 77042 

(the “Subsidiary Company”, and
together with the Company, the “Companies”)

AND:

JOSE BERESKYJ, having an
address for notice and delivery located at Aristobulo del Valle # 667 Martinez,
Buenos Aires 1640, Argentina.

(the “Consultant”)




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WHEREAS:

A. The Company is incorporated under the laws of the State of
Nevada, U.S.A., has a class of securities registered with the United States
Securities and Exchange Commission and has its common shares (the “Common
Shares”) listed for trading on the NASD Over-The-Counter Bulletin Board;

B. The Subsidiary Company is a subsidiary of the Company and is
incorporated under the laws of the British Virgin Islands;

C. The Company, the Subsidiary Company, and the Consultant wish
to enter into a Management Consulting Services Agreement pursuant to which the
Consultant will render services to the Company and to the Subsidiary Company
upon certain terms and conditions as set out herein; and

NOW THEREFORE, in consideration of the mutual covenants and
provisos herein contained, the parties hereto agree as follows:

ARTICLE 1 
DEFINITIONS AND INTERPRETATION

1.1 Definitions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, the following words and phrases will have the following
meanings:

	 	(a) 	
      “Agreement” means this Management Consulting
      Services Agreement as from time to time supplemented or amended by one or
      more agreements entered into pursuant to the applicable provisions hereof,
      together with any Schedules attached hereto;

	 	 	 	 
	 	(b) 	
      “Additional Bonuses” has the meaning ascribed to
      it in Section 4.4 of this Agreement;

	 	 	 	 
	 	(c) 	
      “Board of Directors” means the Board of Directors
      of each or either of the Company and the Subsidiary Company as duly
      constituted from time to time;

	 	 	 	 
	 	(d) 	
      “Business” means oil and gas development and
      production;

	 	 	 	 
	 	(e) 	
      “business day” means any day during which Canadian
      Chartered Banks are open for business in the City of Vancouver, Province
      of British Columbia;

	 	 	 	 
	 	(f) 	
      “Change in Control” means, in relation to Section
      4.10 herein, the occurrence of any of the following events:

	 	 	 	 
	 		(i) 	
      the acquisition, whether direct or indirect, of voting
      shares of the Company in excess of 30% of the issued and outstanding
      voting shares of the Company by a person or group of persons acting in
      concert, other than through any compensation or incentive based plan
      adopted by the Company and other than by persons who are, or who are
      controlled by, the existing shareholders of the
Company;







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	 		(ii) 	
      any change or changes in the composition of the Board of
      Directors of the Company from the Effective Date such that less than a
      majority of the Board of Directors continues to consist of Directors who
      are continuing Directors (each a “Continuing Director”). In this
      regard Continuing Director means an individual who is a member of the
      Board of Directors as of the Effective Date, or who becomes a member of
      the Board of Directors subsequent to the Effective Date with the approval
      of a majority of the Directors who were Continuing Directors as of the
      Effective Date;

	 	 	 	 
	 		(iii) 	
      a merger of the voting shares of the Company where the
      voting shares of the resulting merged company are owned or controlled by
      shareholders of whom more than 30% are not the same as the shareholders of
      the Company immediately prior to the merger; or

	 	 	 	 
	 		(iv) 	
      a sale by the Company of substantially all of the assets
      of the Company to an entity that is not controlled by either the
      shareholders of the Company or by the Company;

	 	 	 	 
	 	(g) 	
      “Gross Market Capital Increase” means the number
      of shares issued and outstanding multiplied by the market price on any
      given date less the number of shares issued and outstanding multiplied by
      the market capital price on any given date;

	 	 	 	 
	 	(h) 	
      “Option” means stock options to purchase Common
      Shares;

	 	 	 	 
	 	(i) 	
      “Other Success Based Fees” has the meaning
      ascribed to it in Section 4.5 of this Agreement;

	 	 	 	 
	 	(j) 	
      “Parties” or “Party” means, individually
      and collectively, the Company, the Subsidiary Company, and/or the
      Consultant hereto, as the context so requires, together with each of their
      respective successors and permitted assigns as the context so
    requires;

	 	 	 	 
	 	(k) 	
      “Regulatory Approval” means the acceptance for
      filing, if required, of the transactions contemplated by this Agreement by
      the Regulatory Authorities;

	 	 	 	 
	 	(l) 	
      “Regulatory Authorities” and “Regulatory
      Authority” means, either singularly or collectively as the context so
      requires, such regulatory agencies that have jurisdiction over the affairs
      of either of the Company, the Subsidiary Company. and/or the Consultant
      and including, without limitation, and where applicable, the British
      Columbia Securities Commission, the United States Securities and Exchange
      Commission, NASD and all regulatory authorities from whom any such
      authorization, approval or other action is required to be obtained or to
      be made in connection with the transactions contemplated by this
      Agreement;

	 	 	 	 
	 	(m) 	
      “Stock Appreciation Rights” has the meaning
      ascribed in the Company’s Equity Incentive
Plan.







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1.2 Interpretation. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

	 	(a) 	
      the words “herein”, “hereof’ and “hereunder” and other
      words of similar import refer to this Agreement as a whole and not to any
      particular Article, section or other subdivision of this
  Agreement;

	 	 	 
	 	(b) 	
      any reference to an entity will include and will be
      deemed to be a reference to any entity that is a permitted successor to
      such entity;

	 	 	 
	 	(c) 	
      words in the singular include the plural and words in the
      masculine gender include the feminine and neuter genders, and vice versa;
      and

	 	 	 
	 	(d) 	
      the headings appearing in this Agreement have been
      inserted for convenience of reference only and in no way define, limit, or
      enlarge the scope or meaning of the provisions of this
  Agreement.



ARTICLE 2
FORMER AGREEMENT AND
GENERAL
SERVICES AND DUTIES OF THE CONSULTANT

2.1 General Services. During the continuance of
this Agreement the Companies hereby agree to retain the Consultant to provide
the services as the Senior Vice President, Exploration & Development – South
America of each of the Companies. The Consultant hereby agrees to be subject to
the direction and supervision of, and to have the authority as is delegated to
the Consultant by, the Board of Directors of the Company consistent with such
positions, and the Consultant also agrees to provide such related services as
the Board of Directors will reasonably assign to the Consultant from time to
time and as may be necessary for the ongoing maintenance and development of the
Companies’ various Business interests during the continuance of this Agreement
(collectively, the “General Services”).

2.2 Time Provision of General Services.
The Parties expressly acknowledge and agree that the Consultant will commit
and provide to the Companies the General Services on a reasonably full-time
basis during the continuance of this Agreement and in consideration for the
provision of the General Services, the Company agrees to pay and provide to the
order and direction of the Consultant each of the proposed Fees, Bonuses,
Additional Bonuses, Success Based Fees, Royalties, Expenses, applicable payment
reimbursements, Options, Vacation pay, Benefits and Severance Package in
accordance with Article 3 and Article 4 herein.

2.3 Additional duties respecting the General
Services. Without in any way limiting the generality of the General
Services as set forth in Section 2.1 herein, the Parties further acknowledge and
agree that Consultant will, during the continuance of this Agreement:

	 	(a) 	
      devote the required amounts of consulting time to the
      provision of the General Services as may be determined and required by the
      Board of Directors;

	 	 	 
	 	(b) 	
      perform the General Services faithfully, diligently, to
      the best of the its abilities and in the best interests of the Companies;
      and







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	 	(c) 	
      at all times prioritize its consulting time for the
      Companies in accordance with this Section 2.3.



2.4 Adherence to rules and policies of the
Companies. The Consultant and agrees to abide by the reasonable rules,
regulations, instructions, personnel practices and policies of the Companies and
any changes thereto which may be adopted from time to time as such rules,
regulations, instructions, personnel practices and policies may be reasonably
applied to the Consultant as the President and Chief Operating Officer of each
of the Companies.

2.5 Allocation of Time. The Consultant and
the Companies hereby agree that the Consultant will divide his time to the
Company and the Subsidiary Company on an equal basis.

2.6 Variation of Allocation. The Parties
acknowledge and agree that in the event that the Subsidiary Company becomes a
public company, the Consultant will vary the allocation of consulting time so
that he will devote 90% of his time to the Subsidiary Company and 10% of his
time to the Company.

ARTICLE 3
EFFECTIVENESS, TERMINATION AND
SEVERANCE

3.1 Effectiveness of the Agreement. This
Agreement commences on the Effective Date but is subject at all times to the
Companies’ prior receipt, if required, of Regulatory Approval from each of the
Regulatory Authorities to the terms and conditions of and the transactions
contemplated by this Agreement.

3.2 Termination without cause by the Companies.
Notwithstanding any other provision herein, the Companies may terminate this
Agreement without cause at any time after the Effective Date upon their delivery
to the Consultant of prior written notice of their intention to do so (the
“Notice of Termination”) at least 30 calendar days prior to the effective
date of any such termination (the “Effective Termination Date”).

3.3 Ongoing Obligations of Consultant. If
the Companies terminate this Agreement pursuant to Section 3.2 above, the
Consultant’s ongoing obligation to provide the General Services will continue
only until the Effective Termination Date and the Companies will continue to pay
to the Consultant all amounts otherwise payable to the Consultant under Article
4 herein until the Effective Termination Date (including, but without limiting
any of the amounts payable under Article 4 herein, a pro rata portion of any
Fees, bonuses, Vacation pay and Benefits).

3.4 Severance Package. If this Agreement
is terminated pursuant to Section 3.2 above, the Companies will pay to the
Consultant, in addition to all of the amounts otherwise due and payable to the
Consultant under Article 4 herein, the following amounts in the following
manner, subject at all times to the Consultant’s ongoing compliance with the its
obligations under Article 5 herein:

	 	(a) 	
      an additional severance payment equating to an aggregate
      of 6 months of the monthly Fee then payable by the Companies to the
      Consultant on the Effective Termination Date, payable within 10 business
      days of the Effective Termination Date;







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	 	(b) 	
      any Expense payment reimbursements which would then be
      due and owing by the Companies to the Consultant to the date of the
      Effective Termination Date; and, subject to the Consultant’s prior
      compliance with the provisions of Section 4.7 herein, payable within 10
      business days of the Effective Termination Date;

	 	 	 
	 	(c) 	
      any Vacation pay which would then be due and owing by the
      Companies to the Consultant to the date of the Effective Termination Date;
      and payable within 10 business days of the Effective Termination
    Date;

	 	 	 
	 	(d) 	
      confirmation that all of the Consultant’s then issued and
      outstanding and vested Options in and to the Companies as at the Effective
      Termination Date are exercisable for a period of three months from the
      Effective Termination Date; and

	 	 	 
	 	(e) 	
      confirmation that all of the Consultant’s then Benefits
      and Insurance coverage pursuant to Sections 4.9 and 6.2 would be extended
      to the Consultant for a period ending six months from the Effective
      Termination Date;



with the aggregate of each such obligation of the Companies to
the Consultant under each of Section 3.4(a), (b), (c), (d), and (d) herein being
herein collectively referred to as the “Severance Package”.

3.5 Termination without cause by the Consultant.
Notwithstanding any other provision of this Agreement, this Agreement may be
terminated by the Consultant without cause at any time after the Effective Date
and during the continuance of this Agreement upon the Consultant’s delivery to
the Companies of prior written notice of its intention to do so at least 30
calendar days prior to the effective date of any such termination (herein also
the “Effective Termination Date”).

	 	(a) 	
      all of the amounts due and payable to the Consultant by
      the Companies pursuant to Article 4 herein until the Effective Termination
      Date.



3.6 Termination for cause by any Party.
Notwithstanding any other provision of this Agreement, this Agreement may be
terminated by any Party hereto at any time upon written notice to the other
Parties of such Party’s intention to do so at least 30 calendar days prior to
the effective date of any such termination (herein also the “Effective
Termination Date”), and damages sought, if:

	 	(a) 	
      the defaulting Party fails to cure a material breach of
      any provision of this Agreement within 30 calendar days from its receipt
      of written notice from said Party (unless such material breach cannot be
      reasonably cured within said 30 calendar days and the defaulting Party is
      actively pursuing to sure said material breach);

	 	 	 
	 	(b) 	
      the defaulting Party is willfully non-compliant in the
      performance of its respective duties under this Agreement within 30
      calendar days from its receipt of written notice from said Party (unless
      such willful non-compliance cannot be reasonably corrected within said 30
      calendar days and the defaulting Party is actively pursuing to cure said
      willful non-compliance);

	 	 	 
	 	(c) 	
      the defaulting Party commits fraud or serious neglect or
      misconduct in the discharge of its respective duties hereunder or under
      the law; or







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	 	(d) 	
      the defaulting Party becomes adjudged bankrupt or a
      petition for reorganization or arrangement under any law relating to
      bankruptcy, and where any such involuntary petition is not dismissed
      within 30 calendar days.



In this regard, and in the event that either of the Companies
terminates this Agreement at any time for cause by providing 30 calendar days’
prior written notice to the Consultant with respect to either of Section 3.4(a)
or 3.4(b) only herein, the Company will pay to the Consultant all of the amounts
otherwise due or payable to the Consultant by the Company pursuant to Article 4
herein until the Effective Termination Date (the “Advance”); and which
Advance may then be utilized by the Consultant to either cure or correct any
material breach or willful non-compliance consequent thereon; failing which the
Company may then offset or claim any such Advance as against any other amounts
which may then be due and owing by the Company to the Consultant under the terms
and conditions of this Agreement.

     In this regard, and in the event
that the Consultant terminates this Agreement at any time for cause by providing
30 calendar days’ prior written notice to the Company with respect to either of
Section 3.4(a)or (b) only herein, the Company will also pay to the Consultant
all of the amounts otherwise due or payable to the Consultant by the Company
pursuant to Article 4 herein until the Effective Termination Date as an Advance.
In addition, and should it then be either agreed by the Company or determined by
a court of competent jurisdiction that the Consultant had, in fact,
appropriately terminated this Agreement for cause, the Company will then be
obligated to provide and pay to the Consultant all of the amounts which comprise
the Severance Package in the manner as set forth in Section 3.2 herein.

3.7 Disability or death and Advance.
Notwithstanding any other provision of this Agreement, this Agreement may be
terminated at any time by any Party within 30 calendar days after the death or
disability of the Consultant, as a without fault termination (the resulting
effective date of any such termination being herein also the “Effective
Termination Date”). For the purposes of this Agreement the term “disability”
will mean the Consultant will have been unable to provide the General Services
contemplated under this Agreement for a period of 180 calendar days, whether or
not consecutive, during any 360 calendar day period, due to a physical or mental
disability. A determination of disability will be made by a physician
satisfactory to both the Consultant and the Company; provided that if the
Consultant and the Company do not agree on a physician, the Consultant and the
Company will each select a physician and these two together will select a third
physician whose determination as to disability will be binding on all Parties.
In the event that the Consultant’s employment is terminated by death or because
of disability pursuant to this Agreement, the Company will pay to the estate of
the Consultant or to the Consultant, as the case may be:

	 	(a) 	
      all amounts to which the Consultant would otherwise be
      entitled under Article 4 herein until the Effective Termination Date,
      and

	 	 	 
	 	(b) 	
      the payments and benefits referred to in Sections 3.4(a)
      hereof.



3.8 Effect of termination. Terms of this
Agreement relating to accounting, payments, confidentiality non-compete,
accountability for damages or claims, and all other matters reasonably extending
beyond the terms of this Agreement and to the benefit of the Parties hereto or
for the protection of the Business of the Companies will survive the termination
of this Agreement, and any matter of interpretation thereto will be given a wide
latitude in this regard. In addition, and without 




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limiting the foregoing, each of Sections 3.2, 3.5, 3.6, and 3.7
herein will survive the termination of this Agreement.

ARTICLE 4
GENERAL SERVICES COMPENSATION OF THE
CONSULTANT

4.1 Fees. It is hereby acknowledged and agreed
that the Consultant will render the General Services during the continuance of
this Agreement and will thus be compensated by the Company and the Subsidiary
Company from the effective date of this Agreement to the termination of the same
as follows:.

	 	(a) 	
      by way of a signing bonus accrued on the accounting
      records of the Company in the amount of $20,000 in recognition of
      extraordinary services performed by the Consultant prior to the Effective
      date of this agreement, payable to the Consultant by the direction of the
      Board of Directors at its sole and absolute discretion;

	 	 	 	 	 
	 	(b) 	
      by way of an additional signing bonus of 100,000
      unrestricted shares of the Company in recognition of extraordinary
      services performed by the Consultant prior to the Effective date of this
      agreement;

	 	 	 	 	 
	 	(c) 	
      by way of the payment by the Company to the Consultant,
      or to the further order or direction of the Consultant as the Consultant
      may determine, in the Consultant’s sole and absolute discretion, and
      advise the Company of prior to such payment, of the gross monthly fee
      $10,000 (the “Fees”) all such Fees will be due and payable by the
      Company to the Consultant, or to the further order or direction of the
      Consultant, and advise the Company of prior to any such fee payment, on
      the final business day of the month of the monthly period of service
      during the continuance of this Agreement; provided, however, that it is
      hereby acknowledged and agreed that only $4,000 of the Fee will actually
      be paid by the Company to the order or direction of the Consultant on a
      monthly basis from the Effective Date hereof, with the balance of each
      monthly Fee being accrued, without interest. In the event that the
      Subsidiary Company becomes a public company and acquires the assets of the
      Company then all obligations of the Company pursuant to this Article will
      be assumed by the Subsidiary Company;

	 	 	 	 	 
	 	(d) 	
      an annual minimum earn-in award as follows:

	 	 	 	 	 
	 		(i) 	
      Year 1

	 	 	 	 	 
	 			A. 	
      250,000 Stock Appreciation Rights with an exercise price
      equal to the closing price of the Common Shares on the date of
    grant;

	 	 	 	 	 
	 			B. 	
      250,000 Options with an exercise price equal to the
      closing price of the Common Shares on the date of grant;

	 	 	 	 	 
	 		(ii) 	
      Year 2

	 	 	 	 	 
	 			A. 	
      325,000 Stock Appreciation Rights with an exercise price
      equal to the closing price of the Common Shares on the date of
    grant;







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	 		B. 	
      325,000 Options with an exercise price equal to the
      closing price of the Common Shares on the date of grant;

	 	 	 	 
	 	(iii) 	
      Year 3

	 	 	 	 
	 		A. 	
      425,000 Stock Appreciation Rights with an exercise price
      equal to the closing price of the Common Shares on the date of
    grant;

	 	 	 	 
	 		B. 	
      425,000 options with an exercise price equal to the
      closing price of the Common Shares on the date of grant;

	 	 	 	 
	 	(iv) 	
      Year 4

	 	 	 	 
	 		A. 	
      550,000 Stock Appreciation Rights with an exercise price
      equal to the closing price of the Common Shares on the date of
    grant;

	 	 	 	 
	 		B. 	
      550,000 Options with an exercise price equal to the
      closing price of the Common Shares on the date of grant;

	 	 	 	 
	 	(v) 	
      Year 5

	 	 	 	 
	 		A. 	
      675,000 Stock Appreciation Rights with an exercise price
      equal to the closing price of the Common Shares on the date of
    grant;

	 	 	 	 
	 		B. 	
      675,000 Options with an exercise price equal to the
      closing price of the Common Shares on the date of grant

	 	 	 	 
	 		
      (collectively, the “Equity
  Awards”).



4.2 Increase in the Fees. It is hereby
acknowledged and agreed that the Fees will be reviewed and renegotiated at the
request of any Party annually during the continuance of this Agreement and, in
the event that the Parties cannot agree, then the Fees will be increased on the
anniversary of the commencement of the second year of this agreement by 12.5%,
and thereafter on an annual basis by a minimum of 5%.

4.3 Bonuses and Options The Company will pay to
the Consultant, at the sole discretion of the Board, such bonuses and will grant
to the Consultant, when available and subject to each of the rules and policies
of the regulatory authorities and applicable securities legislation and the
terms and conditions of the Company’s then existing compensation plan, Options.
The amount and extent of such bonus or grant of Options will be determined after
taking into consideration the Company’s and the Consultant’s performance,
including without limitation, increases in the price of the Common Shares,
pre-tax profits, earnings per share, and net income of either or both of the
Companies.




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4.4 Additional Bonuses. The Company acknowledges
that the Consultant’s efforts have resulted in accessing the San Enrique
Petrolera, SA (“SEPSA”) opportunity brought to the Company by the Consultant,
and shall therefore pay to the Consultant upon capture and closure of SEPSA an
additional

4.5 Other Success-Based Fees. It is hereby
acknowledged and agreed that, on a success-driven basis, in the event the
Consultant’s or Company’s efforts result in the completion of the Shares
Purchase Agreement (the “SPA”) between San Enrique Petrolera, SA and the
Company, that SPA of which was entered into on August 18, 2007, (the “Closing”),
which was introduced to the Company by the Consultant during the first year of
the Consultants tenure with the Company prior to the effective date of this
Agreement, the Consultant shall receive an amount of 0.5% of the final sales
price of each such Closing (the “Closing Bonus”). It is further agreed by the
Company and the Consultant that the Company and the Consultant reserve the right
to effect payment of the Closing Bonus through payments comprised of 50% cash
and 50% in common shares of the Company.

4.6 Royalties; the Company and the Consultant
agree that upon a said Closing, the Company shall pay to the Consultant a Gross
Overriding Royalty Interest (the “GOR”) equal to one half of one percent (0.5%),
and a further negotiated amount to be determined by the Company and the
Consultant at the time of said Closing, that negotiated amount of which shall be
determined through the economic variables associated with the assets involved in
said Closing, subject at all times, however, of the prior approval of the
Company’s Board of Directors. Gross Overriding Royalties are to be calculated at
the same basis as Argentine Federal Royalties.

4.7 Reimbursement of Expenses. It is hereby also
acknowledged and agreed that the Consultant shall be reimbursed for all direct,
pre-approved and reasonable expenses actually and properly incurred by the
Consultant for the benefit of the Companies (collectively, the
“Expenses”); and which Expenses, it is hereby acknowledged and agreed,
shall be payable by the Company to the order, direction and account of the
Consultant as the Consultant may designate in writing, from time to time, in the
Consultant’s sole and absolute discretion, as soon as conveniently possible
after the prior delivery by the Consultant to the Company of written
substantiation on account of each such reviewed pre-approved reimbursable
Expense. 

Reviewed pre-approved expenses as defined within this Agreement
include: 

	 	1) 	
      Daily Drafting Services: $ 100 per day for days that are
      required; Consultant will estimate days needed per month based on specific
      project;

	 	2) 	
      Daily Consulting Professional Services: $ 500 per day for
      pre-identified projects, if required and mutually determined that extend
      beyond the agreed upon maximum five (5) day period as detailed in section
      1.2;

	 	3) 	
      Scouting information data and reports;

	 	4) 	
      Copying material and office supply and
    communications;

	 	5) 	
      On international long-haul air travel of over six (6)
      hours, the Company will pay a Business class seat or use its best efforts
      to procure it on behalf of the Consultant..







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4.8 Paid Vacation. It is hereby also acknowledged
and agreed that, during the continuance of this Agreement, the Consultant will
be entitled to three weeks paid vacation (the “Vacation”) during each and
every year during the continuance of this Agreement. In this regard it is
further understood hereby that the Consultant’s entitlement to any such paid
Vacation during any year (including the initial year) during the continuance of
this Agreement will be subject, at all times, to the Consultant’s entitlement to
only a pro rata portion of any such paid Vacation time during any year and to
the effective date upon which this Agreement is terminated prior to the end of
any such year for any reason whatsoever.

4.9 Benefits. It is hereby acknowledged and
agreed that, during the continuance of this Agreement, the Consultant will be
entitled to participate fully in each of the Companies’ respective medical
services plans and management and employee benefits program(s) (collectively,
the “Benefits”).

4.10 Change in Control In the event of a Change
in Control, all Options and Stock Appreciation Rights which have not yet vested
will immediately vest and become exercisable by the Consultant and the
Consultant will be entitled to receive, in addition to all other severance and
compensation set out in Section 3.4 and Article 4 hereof, the following:

	 	(a) 	
      an additional severance cash payment equating to an
      aggregate of 6 months of the monthly fee then payable by the Companies to
      the Consultant on the Effective Termination Date, payable within 10
      business days of the Effective Termination Date;

	 	 	 
	 	(b) 	
      an additional severance cash payment equating to the
      value of 1.25% of the Gross Market Capital Increase in the Companies from
      6 months prior to the Effective Termination Date until the Effective
      Termination Date;

	 	 	 
	 	(c) 	
      confirmation that all of the Consultant’s then Benefits
      and insurance coverage pursuant to Sections 4.9 and 6.2 would be extended
      to the Consultant for a period ending six months from the Effective
      Termination Date.



4.11 Spin-Off Provision. The Company and the
Subsidiary Company covenant and agree that if the Subsidiary Company is spun-off
by the Company to become a separate company, then:

	 	(a) 	
      the Company and Subsidiary Company will take all
      necessary steps to ensure that the Subsidiary Company assumes all
      obligations under this Agreement, including without limitation the
      obligation to pay the Fees and to issue the Equity Awards from the date
      that the spin-off of the Subsidiary Company is consummated; and

	 	 	 
	 	(b) 	
      the Subsidiary Company will take all necessary steps to
      ensure that the Consultant is issued such number of Options and Stock
      Appreciation Rights (on an equivalent percentage basis) of the Subsidiary
      Company as the Consultant holds on the date that the spin-off of the
      Subsidiary Company is consummated.







- 12 -

ARTICLE 5
ADDITIONAL OBLIGATIONS OF THE
CONSULTANT

5.1 Reporting. At such time or times as may be
required by the Board of Directors of each of the Companies, acting reasonably,
the Consultant will provide the Board of Directors with such information
concerning the results of the Consultant’s General Services and activities
hereunder for the previous month as the Board of Directors may reasonably
require.

5.2 No conflict, no competition and
non-circumvention. During the continuance of this Agreement, the
Consultant will not engage in any business or activity which reasonably may
detract from or conflict with the Consultant’s respective duties and obligations
to the Companies as set forth in this Agreement without the prior written
consent of the Board of Directors of the Companies. In addition, during the
continuance of this Agreement and for a period of at least 6 months following
the termination of this Agreement for any reason whatsoever the Consultant will
not engage in any business or activity whatsoever which reasonably may be
determined by the Board of Directors, in its sole and absolute discretion, to
compete with any portion of the Business interests as contemplated hereby
without the prior written consent of the Board of Directors. Furthermore, the
Consultant hereby acknowledges and agrees, for a period of at least six months
following the termination of this Agreement for any reason whatsoever, not to
initiate any contact or communication directly with either of the Companies or
any of their respective subsidiaries, as the case may be, together with each of
their respective directors, officers, representatives, agents or employees,
without the prior written consent of the Board of Directors and, notwithstanding
the generality of the foregoing, further acknowledges and agrees, even with the
prior written consent of the Board of Directors to such contact or
communication, to limit such contact or communication to discussions outside the
scope of any confidential information (as herein determined). For the purposes
of the foregoing the Consultant hereby recognizes and agrees that a breach by
the Consultant of any of the covenants herein contained would result in
irreparable harm and significant damage to the Companies that would not be
adequately compensated for by monetary award. Accordingly, the Consultant agrees
that, in the event of any such breach, in addition to being entitled as a matter
of right to apply to a Court of competent equitable jurisdiction for relief by
way of restraining order, injunction, decree or otherwise as may be appropriate
to ensure compliance with the provisions hereof, the Consultant will also be
liable to the Companies, as liquidated damages, for an amount equal to the
amount received and earned by the Consultant as a result of and with respect to
any such breach. The Parties hereby acknowledge and agree that if any of the
aforesaid restrictions, activities, obligations or periods are considered by a
Court of competent jurisdiction as being unreasonable, the Parties agree that
said Court will have authority to limit such restrictions, activities or periods
as the Court deems proper in the circumstances. In addition, the Parties further
acknowledge and agree that all restrictions or obligations in this Agreement are
necessary and fundamental to the protection of the Business interests and are
reasonable and valid, and all defenses to the strict enforcement thereof by the
Consultant are hereby waived.

5.3 Confidentiality. The Consultant will not,
except as authorized or required by the Consultant’s duties hereunder, reveal or
divulge to any person or companies any information concerning the organization,
business, finances, transactions or other affairs of the Companies or of any of
the Companies’ respective subsidiaries which may come to the Consultant’s
knowledge during the continuance of this Agreement, and the Consultant will keep
in complete secrecy all confidential information entrusted to the Consultant and
will not use or attempt to use any such information in any manner which may
injure or cause loss either directly or indirectly to the Companies’ respective
Business interests. This restriction will continue to apply after the 




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termination of this Agreement without limit in point of time
but will cease to apply to information or knowledge which may come into the
public domain.

5.4 Compliance with applicable laws. The
Consultant will comply with all Canadian, U.S. and foreign laws, whether
federal, provincial or state, applicable to the Consultant’s duties hereunder
and, in addition, hereby represents and warrants that any information which the
Consultant may provide to any person or company hereunder will, to the best of
the Consultant’s knowledge, information and belief, be accurate and complete in
all material respects and not misleading, and will not omit to state any fact or
information which would be material to such person or company.

5.5 Opinions, reports and advice of the
Consultant. The Consultant acknowledges and agrees that all written and
oral opinions, reports, advice and materials provided by the Consultant to the
Companies in connection with the Consultant’s engagement hereunder are intended
solely for the Companies’ benefit and for the Companies’ uses only, and that any
such written and oral opinions, reports, advice and information are the
exclusive property of the Companies. In this regard the Consultant covenants and
agrees that the Companies may utilize any such opinion, report, advice and
materials for any other purpose whatsoever and, furthermore, may reproduce,
disseminate, quote from and refer to, in whole or in part, at any time and in
any manner, any such opinion, report, advice and materials in the Companies’
sole and absolute discretion. The Consultant further covenants and agrees that
no public references to the Consultant or disclosure of the Consultant’s role in
respect of the Companies may be made by the Consultant without the prior written
consent of the Board of Directors of the Company in each specific instance and,
furthermore, that any such written opinions, reports, advice or materials will,
unless otherwise required by the Board of Directors, be provided by the
Consultant to the Companies in a form and with such substance as would be
acceptable for filing with and approval by any Regulatory Authority having
jurisdiction over the affairs of the Company from time to time.

5.6 Consultant’s business conduct. The Consultant
warrants that the Consultant will conduct the business and other activities in a
manner which is lawful and reputable and which brings good repute to the
Companies, the Business interests and the Consultant. In particular, and in this
regard, the Consultant specifically warrants to provide the General Services in
a sound and professional manner such that the same meets superior standards of
performance quality within the standards of the industry or as set by the
specifications of the Companies. In the event that either of the Companies has a
reasonable concern that the business as conducted by the Consultant is being
conducted in a way contrary to law or is reasonably likely to bring disrepute to
the Business interests or to the Companies’ or the Consultant’s reputation, the
Companies may require that the Consultant make such alterations in the
Consultant’s business conduct or structure, whether of management or Board
representation or Consultant or sub-licensee representation, as the Board of
Directors may reasonably require, in its sole and absolute discretion, failing
which the Company, in its sole and absolute discretion, may terminate this
Agreement upon 30 calendar days’ prior written notice to the Consultant. In the
event of any debate or dispute as to the reasonableness of the Board of
Directors of the Company’s request or requirements, the judgment of the Board of
Directors will be deemed correct until such time as the matter has been
determined by arbitration in accordance with Error! Reference source not
found. herein.




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ARTICLE 6
INDEMNIFICATION, INSURANCE AND LEGAL
PROCEEDINGS

6.1 Indemnification. The Companies hereby agree
to indemnify and save harmless the Consultant and its employees (the
“Indemnified Parties”) from and against any and all losses, claims,
actions, suits, proceedings, damages, liabilities or expenses of whatever nature
or kind and to the extent allowed by law and including, without limitation, any
investigation expenses incurred by the Consultant, to which the Consultant may
become subject by reason only of the performance by the Consultant of the
General Services under this Agreement; provided, however, that this indemnity
will only apply if the General Services are performed faithfully, diligently, to
the best of the Consultant’s abilities and in the best interests of the
Companies. This indemnity will not apply in respect of the Consultant in the
event and to the extent that a Court of competent jurisdiction in a final
judgment will determine that the Consultant was grossly negligent or guilty of
willful misconduct.

6.2 Insurance. During the continuance of this
Agreement it is hereby acknowledged and agreed that the Company will use its
best efforts to seek and obtain directors’ and officers’ liability insurance
(the “Insurance”) for its Board of Directors and Senior Officers which in
no case will be less than the insurance which a reasonable and prudent
businessman carrying on a similar line of business would acquire from time to
time. In connection with the foregoing it is hereby further acknowledged and
agreed that any such Insurance will be placed with a reputable and financially
secure insurance carrier and will include the Company as an additional insured
and will provide primary coverage with respect to the activities contemplated by
this Agreement. Furthermore, it is also intended that any such Insurance
policy(ies) will include severability of interest and cross-liability provisions
and will provide that the policy(ies) will not be canceled or materially altered
except upon at least 30 calendar days’ prior written notice to each of the
relevant parties thereto.

6.3 No Indemnification. This indemnity will not
apply in respect of an Indemnified Party in the event and to the extent that a
Court of competent Jurisdiction in a final judgment will determine that the
Indemnified Party was grossly negligent or guilty of willful misconduct.

6.4 Claim of Indemnification. The Parties hereto
agree to waive any right they might have of first requiring the Indemnified
Party to proceed against or enforce any other right, power, remedy, security or
claim payment from any other person before claiming this indemnity.

6.5 Notice of Claim. In case any action is
brought against an Indemnified Party in respect of which indemnity may be sought
against either of the Parties hereto, the Indemnified Party will give both
Parties hereto prompt written notice of any such action of which the Indemnified
Party has knowledge and the relevant Party will undertake the investigation and
defense thereof on behalf of the Indemnified Party, including the prompt
employment of counsel acceptable to the Indemnified Party affected and the
relevant Party and the payment of all expenses. Failure by the Indemnified Party
to so notify will not relieve the relevant Party of such relevant Party’s
obligation of indemnification hereunder unless (and only to the extent that)
such failure results in a forfeiture by the relevant Party of substantive rights
or defenses.

6.6 Settlement. No admission of liability and no
settlement of any action will be made without the consent of each of the Parties
hereto and the consent of the Indemnified Party affected, such consent not to be
unreasonable withheld.




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6.7 Legal Proceedings. Notwithstanding that the
relevant Party will undertake the investigation and defense of any action, an
Indemnified Party will have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel will be at the expense of the Indemnified Party unless:

	 	(a) 	
      such counsel has been authorized by the relevant
      Party;

	 	 	 
	 	(b) 	
      the relevant Party has not assumed the defense of the
      action within a reasonable period of time after receiving notice of the
      action;

	 	 	 
	 	(c) 	
      the named parties to any such action include that any
      Party hereto and the Indemnified Party will have been advised by counsel
      that there may be a conflict of interest between any Party hereto and the
      Indemnified Party; or

	 	 	 
	 	(d) 	
      there are one or more legal defenses available to the
      Indemnified Party which are different from or in addition to those
      available to any Party hereto.



6.8 Contribution. If for any reason other than
the gross negligence or bad faith of the Indemnified Party being the primary
cause of the loss claim, damage, liability, cost or expense, the foregoing
indemnification is unavailable to the Indemnified Party or insufficient to hold
them harmless, the relevant Party will contribute to the amount paid or payable
by the Indemnified Party as a result of any and all such losses, claim, damages
or liabilities in such proportion as is appropriate to reflect not only the
relative benefits received by the relevant Party on the one hand and the
Indemnified Party on the other, but also the relative fault of relevant Party
and the Indemnified Party and other equitable considerations which may be
relevant. Notwithstanding the foregoing, the relevant Party will in any event
contribute to the amount paid or payable by the Indemnified Party, as a result
of the loss, claim, damage, liability, cost or expense (other than a loss,
claim, damage, liability, cost or expenses, the primary cause of which is the
gross negligence or bad faith of the Indemnified Party), any excess of such
amount over the amount of the fees actually received by the Indemnified Party
hereunder.

ARTICLE 7 
FORCE MAJEURE

7.1 Events. If either Party hereto is at any time
either during this Agreement or thereafter prevented or delayed in complying
with any provisions of this Agreement by reason of strikes, walk-outs, labour
shortages, power shortages, fires, wars, acts of God, earthquakes, storms,
floods, explosions, accidents, protests or demonstrations by environmental
lobbyists or native rights groups, delays in transportation, breakdown of
machinery, inability to obtain necessary materials in the open market,
unavailability of equipment, governmental regulations restricting normal
operations, shipping delays or any other reason or reasons beyond the control of
that Party, then the time limited for the performance by that Party of its
respective obligations hereunder will be extended by a period of time equal in
length to the period of each such prevention or delay.

7.2 Notice. A Party will within three calendar
days give notice to the other Party of each event of force majeure under
Section 7.1 herein, and upon cessation of such event will furnish the other
Party with notice of that event together with particulars of the number of days
by which the obligations of that Party hereunder have been extended by virtue of
such event of force majeure and all preceding events of force
majeure.




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ARTICLE 8 
GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement constitutes
the entire agreement to date between the Parties hereto and supersedes every
previous agreement, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties with respect to the subject matter of this Agreement and including,
without limitation, the terms and conditions of the Underlying Agreement.

8.2 No Assignment. This Agreement may not be
assigned by any Party hereto except with the prior written consent of the other
Parties.

8.3 Notice. Each notice, demand or other
communication required or permitted to be given under this Agreement will be in
writing and will be sent by prepaid registered mail deposited in a recognized
post office and addressed to the Party entitled to receive the same, or
delivered to such Party, at the address for such Party specified on the front
page of this Agreement. The date of receipt of such notice, demand or other
communication will be the date of delivery thereof if delivered, or, if given by
registered mail as aforesaid, will be deemed conclusively to be the third
business day after the same will have been so mailed, except in the case of
interruption of postal services for any reason whatsoever, in which case the
date of receipt will be the date on which the notice, demand or other
communication is actually received by the addressee. Any Party may at any time
and from time to time notify the other Parties in writing of a change of address
and the new address to which notice will be given to it thereafter until further
change.

8.4 Time of the Essence. Time will be of the
essence of this Agreement.

8.5 Enurement. This Agreement will enure to the
benefit of and will be binding upon the Parties hereto and their respective
heirs, executors, administrators and assigns.

8.6 Currency. Unless otherwise stipulated, all
payments required to be made pursuant to the provisions of this Agreement and
all money amount references contained herein are in lawful currency of the
United States.

8.7 Further Assurances. The Parties will from
time to time after the execution of this Agreement make, do, execute or cause or
permit to be made, done or executed, all such further and other acts, deeds,
things, devices and assurances in law whatsoever as may be required to carry out
the true intention and to give full force and effect to this Agreement.

8.8 Applicable Law. The situs of this Agreement
is Vancouver, British Columbia, and for all purposes this Agreement will be
governed exclusively by and construed and enforced in accordance with the laws
and Courts prevailing in the Province of British Columbia.

8.9 Severability and Construction. Each Article,
section, paragraph, term and provision of this Agreement, and any portion
thereof, will be considered severable, and if, for any reason, any portion of
this Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation in a final unappealable
ruling issued by any court, agency or tribunal with valid jurisdiction in a
proceeding to which any Party hereto is a party, that ruling will not impair the
operation of, or have any other effect upon, such other portions of this 




- 17 -

Agreement as may remain otherwise intelligible (all of which
will remain binding on the Parties and continue to be given full force and
effect as of the date upon which the ruling becomes final).

8.10 Counterparts. This Agreement may be signed
by the Parties hereto in as many counterparts as may be necessary, and via
facsimile if necessary, each of which so signed being deemed to be an original
and such counterparts together constituting one and the same instrument and,
notwithstanding the date of execution, being deemed to bear the Effective Date
as set forth on the front page of this Agreement.

No Partnership or Agency. The Parties have not
created a partnership and nothing contained in this Agreement will in any manner
whatsoever constitute any Party the partner, agent or legal representative of
the other Parties, nor create any fiduciary relationship between them for any
purpose whatsoever.

8.11 Consents and Waivers. No consent or waiver
expressed or implied by either Party in respect of any breach or default by the
other in the performance by such other of its obligations hereunder will:

	 	(a) 	
      be valid unless it is in writing and stated to be a
      consent or waiver pursuant to this Section 0;

	 	 	 
	 	(b) 	
      be relied upon as a consent to or waiver of any other
      breach or default of the same or any other obligation;

	 	 	 
	 	(c) 	
      constitute a general waiver under this Agreement;
    or

	 	 	 
	 	(d) 	
      eliminate or modify the need for a specific consent or
      waiver pursuant to this Section 0 in any other or subsequent
    instance.



     IN WITNESS WHEREOF the Parties
hereto have hereunto set their respective hands and seals as at the Effective
Date as herein determined.

THE CORPORATE SEAL OF
PLURIS ENERGY GROUP INC., the

Company herein, was hereunto affixed in the 
presence of:

/s/ Sacha Spindler 
Authorized Signatory

JOSE BERESKYJ:

/s/ Jose Bereskyj 
Jose Bereskyj