Exhibit 10.4


 





Advisory
Board Agreement


 


THIS
ADVISORY BOARD AGREEMENT (“Agreement”) is dated February 13, 2018 between All American Energy Corp., a corporation
with offices at 250 East Fifth Street. 15th Floor PMB#121. Cincinnati, OH 45202 (the “Company”) and Mr. Ed Morrow,
businessman, with an address at Box 9953 South lake Tahoe, CA 96158 (the “Advisor”).


 


NOW
THEREFORE THIS AGREEMENT WITNESSES as follows:


 


	1.1	Appointment
of Advisor. The Company hereby agrees to appoint the Advisor as a member of the Company’s Advisory Board (the “Advisory
Board”) and VP Mining Exploration and the Advisor  hereby agrees to be a member of the Advisory Board upon the execution
of this Agreement. The Advisor will advise the Company from time to time on issues as requested by the Company. The Company will
notify the public of the Advisor’s position. The Advisor will make himself reasonably available to attend meetings or
for conversations to discuss business of the Company at the Company’s request.



 


	1.2	Cash.
                                         As compensation for being a member of the Advisory Board pursuant to this Agreement,
                                         the Company agrees to pay $1,500 USD via bank wire beginning April 1, 2018 to the Advisor
                                         at the beginning of every month, in which the Advisor serves as a member of the Advisory
                                         Board.



 


	1.3	Restricted
                                         Shares. As compensation for being a member of the Advisory Board pursuant to this
                                         Agreement, the Company agrees to grant 250,000 shares of the Company’s common stock
                                         (the “Shares”) to the Advisor at the beginning of every fiscal year of the
                                         Company in which the Advisor serves as a member of the Advisory Board.



 


	1.4	Advisors
                                         Acknowledgements. The Advisor acknowledges that the Shares will not be registered
                                         under the laws of any country, including the United States Securities Act of 1933
                                         (the “1933 Act”), or under any state securities or “blue sky”
                                         laws of any state of the United States, and, unless so registered, may not be offered
                                         or sold in the United States or the U.S. Persons, except in accordance with the provisions
                                         of Regulation S under the 1933 act, pursuant to an effective registration statement under
                                         the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the
                                         registration requirements of the 1933 Act and only in accordance with all applicable
                                         securities laws. “United States” and “U.S. Persons” are as defined
                                         by Regulation S under the 1933 Act.






 


	1.5	Expenses. The
Company will reimburse the Advisor for pre-approved expenses necessarily incurred by the Advisor carrying out his duties.



 


	1.6	Termination. This Agreement is deemed effective upon execution and will continue in force and Effect unless terminated by either
party who shall be entitled, at any time, to terminate this Agreement upon 30 days written notice delivered to the other party.



 


	1.7	Maintenance
                                         of Confidential Information. The Advisor acknowledges that in the course of his appointment
                                         hereunder the Advisor may have access to Confidential information. The Advisor acknowledges
                                         that Confidential Information constitutes a proprietary right, which the Company is entitled
                                         to protect. Accordingly, the Advisor covenants and agrees that during the term of this
                                         Agreement and thereafter until such time as all the Confidential information becomes
                                         publicly known and made generally available through no action or inaction of the Advisor,
                                         the Advisor will keep in strict confidence the Confidential information and shall not,
                                         without prior written consent of the Company in each instance, disclose, use or otherwise
                                         disseminate the Confidential information, directly or indirectly, to any third party.



 




     


     


    

 


1.7
Entire Agreement. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning
the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior
representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter
or operation provided for herein.


 


IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.


 


ALL
AMERICAN ENERGY CORP.


 


	Per:	/s/ Christopher P. Vallos	 
	 	Authorized Signatory	 
	 	 	 
	Name:	 
	 	 	 
	Advisor	 
	 	 	 
	Per:	/s/ Edwin Morrow	 
		Authorized Signatory	 
	 	 	 
	Name:	Edwin Morrow	 


  






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