Consultant Agreement



 Exhibit 10.11 
  
 CONSULTANT AGREEMENT 
  

This Agreement is made and entered into as of the 1st day of February, 2005, between Fellows Energy, Ltd. and CEOcast, Inc. (the “Consultant”) 
  
 In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 
  

	1.	Purpose. The Company hereby employs the Consultant during the Term (as defined below) to render Investor Relations services to the Company, upon the terms and conditions as
set forth herein. 

  

	2.	Term. This Agreement shall be effective for a three-month period (the “Term”) commencing on the date hereof. 

  

	3.	Duties of Consultant. During the term of this Agreement, the Consultant shall provide to the Company those services outlined in Exhibit A. Notwithstanding the foregoing, it
is understood and acknowledged by the parties that the Consultant: (a) shall perform its analysis and reach its conclusions about the Company independently, and that the Company shall have no involvement therein; and (b) shall not render advice
and/or services to the Company in any manner, directly or indirectly, that is in connection with the offer or sale of securities in a capital raising transaction or that could result in market making. 

  

	4.	Expenses. The Company, upon receipt of appropriate supporting documentation, shall reimburse the Consultant for any and all reasonable out-of-pocket expenses incurred by it
in connection with services requested by the Company, including, but not limited to, all charges for travel, printing costs and other expenses spent on the Company’s behalf. The Company shall immediately pay such expenses upon the presentation
of invoices. Consultant shall not incur more than $500 in expenses without the express consent of the Company. 

  

	5.	Compensation. For services to be rendered by the Consultant hereunder, the Consultant shall receive from the Company upon the signing of the Agreement: (a) $7,500 (the
“Retainer”), which represents the first month’s payment under the Agreement and 50,000 shares of the Company’s fully-paid non-assessable, common stock (the “Common Stock”). In addition, the Company shall pay Consultant
$7,500 on or before the 1st day of each month during the term of the program. The Company shall also pay Consultant expenses as outlined in Section 4 upon presentation of invoices. Company agrees, at its expense, to register Consultant’s shares
in connection with the next registration of its securities (“piggyback registration rights”). In addition, Consultant shall receive a fee equal to six percent of the gross proceeds and six percent of the warrants for any party (the
“Investor”) that Consultant introduces the Company to if the Investor makes a direct investment in the Company within six months from the date of introduction. 

  

	6.	Further Agreements. Because of the nature of the services being provided by Consultant hereunder, Consultant acknowledges that if it may receive access to Confidential
Information (as defined in Section 6 hereof) and that, as a consultant to the Company, it will attempt to provide advice that serves the best interest of the Company. Because of the uniqueness of this relationship, the Consultant covenants and
agrees that, with respect to the Common Stock that it receives, Consultant shall, at all times that it is the beneficial owner of such shares, vote such shares on all matters coming before it as a stockholder of the Company in the same manner as the
majority of the Board of Directors of the Company shall recommend. 

  

	7.	 Confidentiality. Consultant acknowledges that as a consequence of its relationship with the Company, it may be given access to confidential information which
may include the following types of information; financial statements and related financial information with 



  

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respect to the Company and its subsidiaries (the “Confidential Financial information”), trade secrets, products, product development, product
packaging, future marketing materials, business plans, certain methods of operations, procedures, improvements, systems, customer lists, supplier lists and specifications, and other private and confidential materials concerning the Company’s
business (collectively, “Confidential Information”). 


  
 Consultant covenants and agrees to hold such Confidential Information strictly confidential and shall only use such information solely to
perform its duties under this Agreement and Consultant shall refrain from allowing such information to be used in any way for its own private or commercial purposes. Consultant shall also refrain from disclosing any such Confidential Information to
any third parties. Consultant further agrees that upon termination or expiration of this Agreement, it will return all Confidential Information and copies thereof to the Company and will destroy all notes, reports and other material prepared by or
for it containing Confidential Information. Consultants understands and agrees that the Company might be irreparably harmed by violation of this Agreement and that monetary damages may be inadequate to compensate the Company. Accordingly, the
consultant agrees that, in addition to any other remedies available to it at law or in equity, the Company shall be entitled to injunctive relief to enforce the terms of this Agreement. 
  
 Notwithstanding the foregoing, nothing herein shall be construed as prohibiting Consultant from disclosing
any Confidential Information (a) which at the time of disclosure Consultant can demonstrate either was in the public domain and generally available to the public or thereafter becomes a part of public domain and is generally available to the public
by publication or otherwise through an act of the Consultant; (b) which Consultant can establish was independently developed by a third party who developed it without the use of the Confidential Information and who did not acquire it directly or
indirectly from Consultant under an obligation of confidence; (c) which Consultant can show was received by it after the termination of this Agreement from a third party who did not acquire it directly or indirectly from the Company under an
obligation of confidence; or (d) to the extent that the Consultant can reasonably demonstrate such disclosure is required by law or in any legal proceeding, governmental investigations, or other similar proceeding. 
  
 Severability. If any provision of this Agreement shall be held or
made invalid by a statute, rule, regulation, decision of a tribunal or otherwise the remainder of this Agreement shall not be affected thereby and, to this extent the provisions of this Agreement shall be deemed to be severable. 
  

	8.	Governing Law Venue; Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of the New York without reference
to principles of conflicts or choice of law thereof. Each of the parties consents of the jurisdiction of the U.S. District Court in the Southern District of New York in connection with any dispute arising under this Agreement and hereby waives to
the maximum extent permitted by law, any objection including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions. Each party hereby agrees that if another party to this
Agreement obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Agreement inevocably consents to the service of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at it address set forth herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. Each party waives its rights to a trial by jury.


  

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	9.	Miscellaneous 

  

	(a)	Any notice or other communication between parties hereto shall be sufficiently given if sent by certified or registered mail, postage prepaid, if to the Company, addressed to it at
                                 or if to the Consultant, addressed to it
at CEOcast, Inc., 55 John Street, 11th floor, New York, New York 10038, Attention: Administrator, facsimile number:
(212) 732-1131, or to such address as may hereafter be designated in writing by one party to the other. Any notice or other communication hereunder shall be deemed given three days after deposit in the mail if mailed by certified mail, return
receipt requested, or on the day after deposit with an overnight courier service for next day delivery, or on the date delivered by hand or by facsimile with accurate confirmation generated by the transmitting facsimile machine, at the address or
number designated above (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours
where such notice is to be received). 

  

	(b)	This Agreement embodies the entire Agreement and understanding between the Company and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and
prior arrangements and understandings related to the central subject matter hereof. 

  

	(c)	This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and the Consultant. 

  

	(d)	This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to the benefit of each party’s successors but may not be assigned without
the prior written approval of the other party. 

  
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof. 
  

			
	FELLOWS ENERGY LTD.
		
	By:	 	 /s/ George S. Young

	
	CEOCAST, INC.
		
	By:	 	 /s/ Illegible