Exhibit
      10.39




**CONSULTING
      AGREEMENT**


Effective
      October 15, 2007





Between





**Northern
      Alberta Oil Ltd.**


A
      company
      incorporated pursuant to the laws of the Province of Alberta


(herein
      referred to as the “Company”)





And





**Picoplat
      Consulting Inc.**


A
      company
      incorporated pursuant to the laws of the Province of Alberta


(herein
      referred to as the “Consultant”)





WHEREAS
      the Company is engaged in the development and exploitation of heavy oil and
      gas
      and desires to enter into a production stage in its leases in Alberta, Canada
      (the “Projects”), which are currently owned by the Company





WHEREAS
      the Consultant employs the services of Ferdinand Brathwaite (“Brathwaite”) an
      Engineering Technologist, who has substantial knowledge and expertise, related
      to oil and gas recovery in the Western Sedimentary Basin.





WHEREAS
      the Company wishes to obtain the expertise and knowledge of the Consultant
      in
      order to make use of the Projects specifically related to heavy oil and gas
      in
      the Province of Alberta, Canada.





AND
      WHEREAS the Consultant has agreed to perform services for the Projects in
      accordance with the terms and conditions set out in this agreement.





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





Consulting
      Services





1.  Scope
      of Consulting Services. The
      Company hereby retains the Consultant to render to the Company advice,
      consultation, assistance and expertise with respect to the use, development
      and
      exploitation of the Projects, and to perform such reasonable services as the
      Company requests relating hereto. Without restricting the generality of the
      foregoing, the Consultant agrees to make the services of Brathwaite available
      to
      the Company 40 hours per week. The actual hours of work are determined by the
      Consultant.





2.  Time
      Requirments. The
      Consultant shall not be required to devote any additional number of hours in
      performing his duties hereunder, so long as Brathwaite provides the minimum
      hours for consulting services provided for in this Agreement.





3.  Term. The
      Consultant Agreement hereunder will commence on the date hereof (the “Effective
      Date”) and expire on October 15, 2008 unless earlier terminated pursuant to
      Section 5. In the event that the Company and the Consultant wish the services
      to
      continue past October 15, 2008, the terms and conditions of this Agreement
      shall
      remain in effect on a month to month basis until a new Agreement is
      reached.










4.  Compensation. In
      consideration of the services provided by the Consultant, the Company agrees
      to
      compensate the Consultant with the following:





(a)  Fees. The
      Company will pay the Consultant an hourly rate of $60.00 per hour plus Goods
      and
      Services/Harmonized Sales Tax (GST) up to April 15, 2008, and thereafter at
      an
      hourly rate of $66.00 per hour plus Goods and Services/Harmonized Sales Tax
      (GST). Any work performed in excess of the 40 hour work week, as so directed
      by
      Edward Howard the geologist, will be billed at time and a half. The Consultant
      will submit a detailed invoice to the Company for all work performed. The
      invoices will be paid by the Company within 15 days of receipt.





(b)  Reimbursement
      of Expenses. The
      Company agrees to reimburse the Consultant


for
      all
      business, parking and travel expenses incurred by the Consultant. (If Consultant
      uses its own vehicle, the reimbursement is at a rate of $0.50 per kilometer
      or
      at a rate mutually agreed to by both parties).





The
      Consultant shall be solely responsible for reporting income and complying with
      the applicable requirements in respect of Employment Insurance, Canada Pension,
      Worker’s Compensation and Income Tax legislation.





5.  Terminaton.





(a).  Termination
      by the Company with Cause .
      Notwithstanding anything to the contrary contained herein and subject to any
      opportunity to cure on the part of the Consultant, the Company may for cause
      terminate the Consultant’s engagement hereunder upon written notice to the
      Consultant specifying the reasons of the cause for termination. As used herein,
      the term “Cause” shall mean: (i) a material breach by the Consultant of any of
      the terms and conditions of this Agreement, and (ii) misappropriation of the
      Company’s assets or any dishonest, unethical, fraudulent or felonious act
      committed or engaged in by the Consultant. With respect to a material breach
      of
      this Agreement, by the Consultant, the Company shall provide the Consultant
      with
      written notice of the alleged material breach and a period of 30 days from
      the
      written notice to cure such matter. In other cases where the Company elects
      to
      terminate this Agreement for Cause, such termination shall be effective upon
      receipt of the Company’s written notice to the Consultant and the Consultant
      will receive an unconditional payment for all hours worked to the effective
      date
      of termination.





(b).  Termination
      by the Company or by the Consultant Without Cause. Notwithstanding Section 3, the Company and the Consultant may terminate this
      Agreement and the consulting services by giving 60 days prior written notice.
      In
      the event the Company provides notice and desires to immediately discontinue
      the
      services of the Consultant, the Company will pay the Consultant a lump sum
      payment equivalent to the number of hours the Consultant would have worked
      over
      the 60 day period.





(c).  Return
      of Company Property. Immediately upon the termination of this Agreement, the Consultant shall return
      all property, including documents and electronic data, of the
      Company.





6.  Independent
      Contractor. In the
      performance of the Consultant’s duties and obligations under this Agreement, it
      is mutually understood and agreed that the Consultant is at all times acting
      and
      performing as an independent contractor and nothing herein shall be construed
      as
      creating an employer-employee relationship between the Company and the
      Consultant. The Consultant and Brathwaite are not, in any capacity, the agent,
      servant or employee of the Company. During the term of this Agreement, The
      Consultant and Brathwaite are free to engage in similar activities for persons
      and entities other than the Company. The Consultant and the Company shall not
      represent to third parties that their relationship with the Company is anything
      other than that of a consultant or independent contractor.










7.  Non-Disclosure
      of Corporate Information. It is
      understood that during the course of its engagement hereunder, the Consultant
      may have access to and become familiar with certain propriety and confidential
      information of the Company. During the term of this Agreement and thereafter,
      the Consultant agrees to hold such information on confidence and agrees not
      to
      disclose, disseminate or distribute to any other person or entity any of the
      proprietary and confidential information of the Company, whether for the
      Consultant’s benefit or otherwise, except as required in the performance of the
      Consultant’s duties hereunder. The parties agree that the term “proprietary and
      confidential information” of the Company does not include: (i) information
      generated independently by the Consultant, (ii) information obtained by the
      Consultant from sources other than the Company, or (iii) information that is
      in
      the public domain at the time of its disclosure by or to the
      Consultant.





8.  Assignment. The
      Consultant agrees that this Agreement is personal and the Consultant may not
      assign or delegate its duties under this Agreement to any other person or entity
      without the prior written approval of the Company.





9.  Representations
      and Warranties of the Consultant. The
      Consultant hereby represents and warrants that the execution and performance
      of
      this Agreement will not constitute a breach of any agreements or contracts
      binding on the Consultant as of the date thereof.





10.  Notices. All
      notices or other communications provided for herein shall be in writing and
      shall be delivered by electronic mail or registered mail (return receipt
      requested), courier or facsimile as follows:





If
      to
      Consultant:





Picoplat
      Consulting Inc.


Ferdinand
      M. Brathwaite


4732
      North Haven Dr. NW


Calgary,
      Alberta T2K 2J6


TEL:
      (403) 850-7687


FAX:
      (403) 289-2641





If
      to
      Company:





Northern
      Alberta Oil Ltd.


Attn:
      President


510,
      Royal Bank Building


10117
      Jasper Avenue


Edmonton,
      Alberta T5J 1W8


TEL:
      (780) 409-8144


FAX:
      (780) 409-8146





Mailed
                notice shall be considered effective on the third business day after
                being
                postmarked. Notice delivered by courier shall be effective on the
                date of
                delivery. Delivery by facsimile or electronic mail shall be considered
                effective on the date of proper transmittal provided such transmittal
                occurred during normal working hours for the recipient, and if not,
                then
                on the next business day.





11.  Entire
      Agreement .
      This
      Agreement embodies a complete and entire agreement and supersedes all prior
      negotiations, agreement and understandings related to the subject matter hereof.
      No amendments or modifications to this Agreement shall be binding upon any
      party
      hereto unless set forth in writing and executed by each party
      hereto.










12.  Governing
      Law/Dispute Resolution. This
      Agreement shall be constructed under and in accordance with the laws of the
      Province of Alberta, Canada. Any dispute or controversy arising under this
      Agreement must be resolved in binding arbitration.





13.  Counterparts. This
      Agreement may be executed in any number of counterparts, all of which will,
      for
      all purposes, constitute one agreement binding on the parties hereto,
      notwithstanding that all parties hereto may not have executed the same
      counterpart.





14.  Further
      Assurances. In
      connection with this Agreement, as well as all other transactions contemplated
      hereby, the Parties agree to execute and deliver such additional documents
      and
      instruments and to perform such additional acts as may be necessary to carry
      out
      terms, provisions and conditions of this Agreement.





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





**Picoplat Consulting
              Inc.**
            
            **Northern Alberta
              Oil
              Ltd.**Per:
            /s/
              Ferdinand Brathwaite
            
            Per:
            /s/
              Curtis SparrowName:
              Ferdinand Brathwaite
            
            
            Name:
              Curtis SparrowTitle: President
            
            
            Title:
              President





**Deep
      Well Oil & Gas Inc.**





Per:
            /s/ Horst A. SchmidName:
                Dr. Horst A. Schmid
              Title:
                CEO/President