**Exhibit      10.4**

***DEEP      WELL OIL & GAS, INC.***

**INDEPENDENT      CONTRACTOR AGREEMENT**

| 1.                                                                                                                                                                                                                           | **THIS                  AGREEMENT**, made this 8 day of June, 2004 between, Deep Well Oil                  & Gas, Inc.; hereinafter referred to as “Company”, located at Suite                  1804, Sun Life Plaza, 144 Fourth Avenue S. W., Calgary, Alberta                  and Menno                  Wiebe, an individual; hereinafter referred to as “Independent Contractor”,                  collectively referred to as the “Parties”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| **RECITALS**                                                                                                                                                                                                                 |
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| 2.                                                                                                                                                                                                                           | Independent                  Contractor is engaged in providing professional business services,                  with                  their principal place of business at 310 Garrison Sq. SW Calgary,                  Alberta,                  T2T 6B3. Independent Contractor represents that he or she has complied                  with all, Federal, Provincial and/or State, and local laws regarding                  business permits, sales permits, licenses, reporting requirements,                  tax                  withholding requirements, and other legal requirements of any kind                  that                  may be required to carry out said business and the Scope of Work                  which is                  to be performed as an Independent Contractor pursuant to this Agreement.                  Independent Contractor is or remains open to conducting similar                  tasks or                  activities for entities other than the Company and holds himself                  or                  herself out to the public to be a separate business                  entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 3.                                                                                                                                                                                                                           | Company                  desires to engage and contract for the services of independent                  Contractor                  to perform certain tasks as set forth below. Independent Contractor                  desires to enter into this Agreement and perform as an independent                  contractor for the company and is willing to do so on the terms                  and                  conditions set forth below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| NOW,                  THEREFORE, in consideration of the above recitals and the mutual                  promises                  and conditions contained in this Agreement, the Parties agree as                  follows: |
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| **STATUS                  OF INDEPENDENT CONTRACTOR**                                                                                                                                                                        |
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| 4.                                                                                                                                                                                                                           | This                  Agreement does not constitute a hiring by either party. It is the                  parties                  intention that Independent Contractor shall have an independent                  contractor                  status and not be an employee for any purposes, including, but                  not limited                  to, the application of the Federal Insurance Contribution Act,                  the Social                  Security Act, the Federal Unemployment Tax Act, the provisions                  of the                  Internal Revenue Code, the State Revenue and Taxation Code relating                  to                  income tax withholding at the source of income, the Workers’ Compensation                  Insurance Code 40 1(k) and other benefit payments and third party                  liability claims. Independent Contractor shall retain sole and                  absolute                  discretion in the manner and means of carrying out their activities                  and                  responsibilities under this Agreement. This Agreement shall not                  be                  considered or construed to be a partnership or joint venture, and                  the                  Company shall not be liable for any obligations incurred by Independent                  Contractor unless specifically authorized in writing. Independent                  Contractor shall not act as an agent of the Company, ostensibly                  or                  otherwise, nor bind the Company in any manner, unless specifically                  authorized to do so in writing. |
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| **TASKS,                  DUTIES, AND SCOPE OF WORK**                                                                                                                                                                        |
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| 5.                                                                                                                                                                                                                           | Independent                Contractor agrees to devote as much time, attention, and energy as                necessary to complete or achieve the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                         | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To                  provide a Geological Assessment and Economic Analysis Report and                  Presentation hereinafter referred to as “Report” suitable for the                  presentation to the Investment Banking Community. |
|                                                                                                                                                                                                                         | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The                  specific property referred to in the Report shall be define those                  lands                  found within the Sawn Lake Oil Sands Project, Alberta, Canada and                  controlled by Mikwec Energy Canada Ltd. subject to the terms and                  conditions of Attachment A, “The Area of Exclusion”. |
|                                                                                                                                                                                                                         | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To                  present the Report and to represent the Company with reference                  to the                  technical content of the Report at such meetings and demonstrations                  as may                  be held from time to time and presented to representatives of the                  Investment Community as may be required, including those meetings                  that may                  occur overseas. |
|                                                                                                                                                                                                                         | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To                  improve upon and to update the Report as required from time to                  time, as                  economic conditions and/or the Company situation change as the                  case may                  be. |
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| 6.               | The                  above item 5 to be referred to in this Agreement as the “Scope of Work.”                  It is expected that the Report contained within the Scope of Work                  will be                  substantially completed by June 30, 2004. Further effort by the                  Independent Contractor on behalf of the Company executing the Scope                  of                  Work including such travel time as may be required shall be invoiced                  to                  the company on a per incident basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 7.               | Independent                  Contractor shall additionally perform any and all tasks and duties                  associated with the Scope of Work set forth above, including but                  not                  limited to, work already being performed or related change orders.                  Independent Contractor shall not be entitled to engage in any activities                  which are not expressly set forth by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 8.               | Other                  Projects, Properties and/or Prospects may, from time to time, be                  appended                  to the Independent Contractor’s Tasks, Duties, and Scope of Work by way of                  execution of a separate Independent Contractor                  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 9.               | The                  books and records related to the Scope of Work set forth in this                  Agreement                  shall be maintained by the Independent Contractor at the Independent                  Contractor’s principal place of business and open to inspection by Company                  during regular working hours. Documents to which Company will be                  entitled                  to inspect include, but are not limited to, any and all contract                  documents, change orders/purchase orders and work authorized by                  Independent Contractor or Company on existing or potential projects                  related to this Agreement.                                                                                                                                                                                                                                                                                                             |
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| 10.              | Independent                  Contractor shall be responsible to the management and directors                  of                  Company, but Independent Contractor will not be required to follow                  or                  establish a regular or daily work schedule, Independent Contractor                  shall                  supply all necessary equipment, materials and supplies. Independent                  Contractor will not rely on the equipment or offices of Company                  for                  completion of tasks and duties set forth pursuant to this Agreement.                  Any                  advice given to Independent Contractor regarding the Scope of Work                  shall                  be considered a suggestion only, not an instruction. Company retains                  the                  right to inspect, stop, or alter the work of Independent Contractor                  to                  assure its conformity with this Agreement. |
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| **COMPENSATION** |
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| 11.              | Independent                Contractor shall be entitled to compensation for performing those                tasks                and duties related to the Scope of Work as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|             | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Such                  compensation of CAN$800.00 per day shall become due and payable                  to                  Independent Contractor upon receiving an invoice upon completion                  of the                  Report. |
|             | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Such                  compensation as may be necessary for further tasks and duties related                  to                  the Scope of Work after completion of the Report shall become due                  and                  payable to Independent Contractor upon receiving an invoice at                  a rate of                  CAN$800.00 per day. |
|             | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The                  minimum per diem invoice-able is one half day. |
|             | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | While                  providing such services as described above in the Scope of Work,                  Independent Contractor shall be entitled to receive, subject to                  all                  applicable corporate and regulatory approvals and compliance with                  any                  conditions to such approval, options to purchase up to 900,000                  common                  shares of Company exercisable three (3) years from the date of                  grant at an                  exercise price per common share equal to US$.75 subject to standard                  vesting and anti-dilution provisions set forth below. |
|             | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Those                  Options received above shall become vested at a rate of not greater                  than                  1% of 900,000 per calendar quarter for the first 36 months, the                  first                  quarter commencing no sooner than first day of the month following                  the                  signing date of this Independent Contractor Agreement. After the                  completion of the 36 month vesting period and if the Independent                  Contractor Agreement has not been terminated, the remaining unexercised                  options shall become fully vested. |
|             | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The                  Independent Contractor acknowledges that the common shares of Company                  issued upon exercise of vested stock options shall be subject to                  any                  resale restrictions under applicable United States Securities Laws,                  and                  including applicable law in Alberta. |
|             | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The                  Independent Contractor shall be entitled to be reimbursed for any                  expenses                  and disbursements as may be incurred in providing the services                  to Company                  that have been approved in advance by the President or Vice President                  of                  Company. |
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| **NOTICE                  CONCERNING WITHHOLDING OF TAXES**                                                             |
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| 12.                                                                                                                     | Independent                  Contractor recognizes and understands that it will receive an IRS                  1099                  statement and related tax statements, and will be required to file                  corporate and/or individual tax returns and to pay taxes in accordance                  with all provisions of applicable Federal and Provincial and/or                  State                  laws. Independent Contractor hereby promises and agrees to indemnify                  Company for any damages or expenses, including attorney’s fees, and legal                  expenses, incurred by Company as a result of independent contractor’s                  failure to make such required payments. |
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| **AGREEMENT                  TO WAIVE RIGHTS TO BENEFITS**                                                              |
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| 13.                                                                                                                     | Independent                  Contractor hereby waives and foregoes the right to receive any                  benefits                  given by Company to its regular employees, including, but not limited                  to,                  health benefits, vacation and sick leave benefits, profit sharing                  plans,                  such as 40 1(k) plans. This waiver is applicable to all non-salary                  benefits which might otherwise be found to accrue to the Independent                  Contractor by virtue of their services to Company, and is effective                  for                  the entire duration of Independent Contractor’s agreement with Company.                  This waiver is effective independently of Independent Contractor’s                  employment status as adjudged for taxation purposes or for any                  other                  purpose. |
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| **TERMINATION**                                                                                                         |
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| 14.                                                                                                                     | This                  Agreement may be terminated at will prior to the completion or                  achievement                  of the Scope of Work by either party giving 30 days written notice.                  Such                  termination shall not prejudice any other remedy to which the terminating                  party may be entitled, either by law, in equity, or under this                  Agreement. |
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| **NON-DISCLOSURE                  OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY                  INFORMATION** |
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| 15.                                                                                                                     | Independent                  Contractor agrees not to disclose or communicate, in any manner,                  either                  during or after Independent Contractor’s agreement with Company,                  proprietary information about Company, its operations, clientele,                  or any                  other proprietary information, that relate to the business of Company                  including, but not limited to, the names of its customers, its                  marketing                  strategies, operations, or any other information of any kind which                  would                  be deemed confidential, a trade secret, a customer list, or other                  form of                  proprietary information of Company. Independent Contractor acknowledges                  that the above information is material and confidential and that                  it                  affects the profitability of Company. Independent Contractor understands                  that any breach of this provision, or that of any other Confidentiality                  and Non-Disclosure Agreement, is a material breach of this Agreement.                  To                  the extent Independent Contractor feels they need to disclose confidential                  information, they may do so only after obtaining written authorization                  from the President or Vice President of the Company. |
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| **NON-SOLICITATION                  COVENANT**                                                                          |
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| 16.                                                                                                                     | Independent                  Contractors shall not, during the Agreement and for a period of                  one year                  immediately following termination of this Agreement, either directly                  or                  indirectly, call on, solicit, or take away, or attempt to call                  on,                  solicit, or take away, any of the customers or clients of the Company                  on                  whom Independent Contractor called or became acquainted with during                  the                  terms of this Agreement, either for their own benefit, or for the                  benefit                  of any other person, firm, corporation or organization. |
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| **NON-RECRUIT                  COVENANT**                                                                               |
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| 17.                                                                                                                     | Independent                  Contractor shall not, during this Agreement and for a period of                  one year                  immediately following termination of this agreement, either directly                  or                  indirectly, recruit any of Company’s employees for the purpose of any                  outside business. |
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| **RETURN                  OF PROPERTY**                                                                                 |
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| 18.                                                                                                                     | On                  termination of this Agreement, or whenever requested by the parties,                  each                  party shall immediately deliver to the other party all property                  in its                  possession, or under its care and control, belonging to the other                  party to                  them, including but not limited to, proprietary information, customer                  lists, trade secrets, intellectual property, computers, equipment,                  tools,                  documents, plans, recordings, software, electronic data records                  and all                  related records or accounting ledgers. |
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| **EXPENSE                  ACCOUNTS**                                                                       |
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| 19.                                                                                                         | Independent                  Contractor and the Company agree to maintain separate accounts                  in regards                  to all expenses related to performing the Scope of Work. Independent                  Contractor is solely responsible for payment of expenses incurred                  pursuant                  to this Agreement unless provided otherwise in writing by the President                  or                  Vice President of the company. Independent Contractor agrees to                  execute                  and deliver any agreements and documents prepared by Company and                  to do all                  other lawful acts required to establish document and protect such                  rights. |
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| **WORKS                  FOR HIRE**                                                                         |
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| 20.                                                                                                         | Independent                  Contractor agrees that the Scope of Work, all tasks, duties, results,                  inventions and intellectual property developed or performed pursuant                  to                  this Agreement are considered “works for hire” and that the results of                  said work is by virtue of this Agreement assigned to the Company                  and shall                  be the sole property of Company for all purposes, including, but                  not                  limited to, copyright, trademark, service mark. patent. and trade                  secret                  laws. |
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| **LEGAL                  COMPLIANCE**                                                                       |
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| 21.                                                                                                         | Independent                  Contractor is encouraged to treat all company employees, customers,                  clients, business partners and other affiliates with respect and                  responsibility. Independent Contractor is required to comply with                  all                  laws, ethical codes and company policies, procedures, rules or                  regulations, including those forbidding sexual harassment, discrimination,                  and unfair business practices. |
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| **LICENSING,                  WORKERS’ COMPENSATIONAND GENERAL LIABILITY                  INSURANCE** |
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| 22.                                                                                                         | Independent                  Contractor agrees to immediately supply the Company with proof                  of any                  licensing status required to perform the Scope of Work pursuant                  to this                  Agreement, Workers’ Compensation Coverage where required by law and                  General Liability Insurance, upon request of the                  Company. |
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| **PERSONS                  HIRED BY INDEPENDENT CONTRACTOR**                                                |
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| 23.                                                                                                         | All                  persons hired by Independent Contractor to assist in performing                  the tasks                  and duties necessary to complete the Scope of Work shall be the                  employees                  of Independent Contractor unless specifically indicated otherwise                  in an                  agreement signed by all parties. Independent Contractor shall immediately                  provide proof of Workers’ Compensation insurance and General Liability                  insurance covering said employees, upon request of the                  Company. |
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| **NOTICES**                                                                                                 |
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| 24.                                                                                                         | Any                  notice to be given hereunder by any party to the other may be affected                  either by personal delivery in writing, or by mail, registered                  or                  certified, postage pre-paid with return receipt requested. Mailed                  notices                  shall be addressed to the parties at the addresses appearing in                  the                  introductory paragraphs of this Agreement, but each party may change                  their                  address by written notice in accordance with this paragraph. Notices                  delivered personally shall be deemed communicated as of actual                  receipt;                  mailed notices shall be deemed communicated as of five (5) days                  after                  mailing. Independent Contractor agrees to keep Company current                  as to their                  business and mailing addresses, as well as telephone, facsimile,                  e-mail                  and pager numbers. |
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| **ATTORNEY’S                  FEES AND COSTS**                                                        |
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| 25.                                                                                                         | If                  any action at law or in equity is necessary to enforce or interpret                  the                  terms of this Agreement, the prevailing party shall be entitled                  to                  reasonable attorney’s fees, costs and necessary disbursements incurred                  both before or after judgment in addition to any other relief to                  which                  such party may be entitled. |
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| **MEDIATION                  AND ARBITRATION**                                                              |
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| 26.                                                                                                         | Any                  controversy between the parties to this Agreement involving the                  construction or application of any of the terms, provisions, or                  conditions                  of this Agreement, shall on written request of either party served                  on the                  other, be submitted first to mediation and then if still unresolved                  to                  binding arbitration. Said mediation or binding arbitration shall                  comply                  with and be governed by the provisions of the American Arbitration                  Association for Commercial Disputes unless the Parties stipulate                  otherwise. The attorneys’ fees and costs of arbitration shall be borne by                  the losing party, as set forth in paragraph 24 above, unless the                  Parties                  stipulate otherwise, or in such proportions, as the arbitrator                  shall                  decide. |

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| **INDEMNIFICATION**                                  |
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| 27.                                                  | Independent                  Contractor shall defend, indemnify, hold harmless, and insure Company                  from                  any and all damages expenses or liability resulting from or arising                  out                  of, any negligence or misconduct on Independent Contractor’s part, or from                  any breach or default of this Agreement which is caused or occasioned                  by                  the acts of Independent Contractor. Independent Contractor shall                  insure                  that its employees and affiliates take all actions necessary to                  comply                  with the terms and conditions set forth in this Agreement. Independent                  Contractor shall name Company as an additional insured on all related                  insurance policies including workers compensation, and general                  liability. |
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| **CONTAINMENT                  OF ENTIRE AGREEMENT** |
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| 28.                                                  | This                  Agreement is an independent document and supersedes any and all                  other                  Agreements, either oral or in writing, between the parties hereto,                  except                  for any separately signed Confidentiality, Trade Secret, Non-Compete                  or                  Non-Disclosure Agreements to the extent that these terms are not                  in                  conflict with those set forth herein. |
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| **REPRESENTATION**                                   |   |
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| 29.                                                  | Each                  party of this Agreement acknowledges that no representations, inducements,                  promises or agreements, orally or otherwise, have been made by                  any party                  hereto, or anyone acting on behalf of any party hereto, which are                  not                  embodied herein, and that no other agreement, statement or promise                  not                  contained in this Agreement shall be valid or binding. Any modification                  of                  this Agreement shall be effective only if it is in writing, signed                  and                  dated by all parties hereto. |
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| **PARTIAL                  INVALIDITY**              |
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| 30.                                                  | If                  any provision of this Agreement is held by a Court of competent                  jurisdiction to be invalid, void or unenforceable, the remaining                  provisions shall nevertheless continue in full force and effect                  without                  being impaired or invalidated in any way. |
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| **LAWS                  OF NEVADA**                  |
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| 31.                                                  | The                  Parties agree that this Agreement shall for all purposes be construed                  and                  interpreted according to the laws of the State of Nevada, and that                  the                  courts having jurisdiction with respect to matters relating to                  this                  Agreement shall be the courts of said State, to the jurisdiction                  of which                  courts the parties by their execution of this Agreement do hereby                  submit. |
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| **COUNTERPART                  EXECUTION**           |
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| 32.                                                  | This                  Agreement may be executed by the parties in counterpart and when                  each                  party has executed a counterpart, all counterparts taken together                  shall                  constitute one agreement. |

|         |                                  |                              |
|--------------|---------------------------------------|-----------------------------------|
|         | Independent                Contractor |
|    |                             |                         |
|         | By:                         | /s/ Menno              Wiebe |
|         |                                       |
|         | Menno              Wiebe              |

|         | ** **                                     | ** **                         |
|--------------|------------------------------------------------|------------------------------------|
| ** **   | **Deep              Well Oil & Gas, Inc.** |
|    |                                      |                          |
|         | By:                                  | /s/ Steven              Gawne |
|         |                                                |
|         | Steven                GawnePresident/CEO       |

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