**Exhibit
      10.20**




**Service
      Agreement - SA-2005-01**




THIS
      AGREEMENT IS MADE BY AND BETWEEN




Northern
      Alberta Oil Ltd.


510,
      Royal Bank Building


10117
      Jasper Avenue


Edmonton,
      Alberta T5J 1W8





(hereinafter
      referred to as “Company”)





AND





Trebax
      Projects Ltd.


416
      Scenic View Bay NW


Calgary,
      Alberta


T3L
      1Z4




(hereinafter
      referred to as “Contractor”).





WHEREAS





Company
      is engaged in the exploration and exploitation of petroleum resources,
      predominantly in the Sawn Lake area of the Province of Alberta,
      Canada,





AND
      WHEREAS




Company
      is desirous of having Contractor provide Services, hereinafter described, in
      accordance with the terms and conditions and other requirements, as detailed
      herein,





AND
      WHEREAS





Contractor
      has represented and warrants that it is a qualified contractor with the
      necessary skills, abilities and expertise and is ready, willing and able to
      provide Services, hereinafter described, in accordance with the terms and
      conditions and other requirements, as detailed herein,









NOW,
      THEREFORE,





Company
      and Contractor, in consideration of the mutual covenants and agreements
      contained herein, have entered into this Agreement and declare and agree as
      follows:





1.
            The
                provision of Services shall be carried out by Contractor in strict
                accordance with all of the provisions of the following documents,
                which
                are hereby incorporated into and constitute this
                Agreement:





·
            General
                Terms and Conditions


·
            Compensation


·
            Administrative
                Procedures


·
            Scope
                of Work





2.
            This
                Agreement shall be effective as ofSeptember
                1, 2005and
                shall remain in force, in accordance with the terms and conditions
                and
                other requirements, as detailed
                herein,





3.
            This
                Agreement shall supersede and replace any verbal or written communication
                heretofore made between Company and Contractor relating to the
                Services.




IN
      WITNESS WHEREOF,





Company
      and Contractor have caused this Agreement to be signed in duplicate original,
      by
      duly authorized corporate officers at the places and on the dates indicated
      below.








For
                and on behalf of Northern Alberta Oil Ltd.At
                the city of
            Edmonton
            on
            30
            day
                of
            October
            20
            05Signature:
            /s/
                Curtis SparrowName:
            Curtis
                J. SparrowTitle:
            PresidentFor
                and on behalf of Trebax Projects Ltd.At
                the city of
            Calgary
            on
            12
            day
                of
            October
            20
            05Signature:
            /s/
                Cyrus SpauldingName:
            Cyrus
                SpauldingTitle:
            President









**General**





**Terms
      and Conditions**




**Updated
      - 2005 10** **30**









**TABLE
      OF CONTENTS**




**Section**
                **Title**
                **Page****1.0**
                **DEFINITIONS**
                **6****2.0**
                **DOCUMENTS**
                **6****3.0**
                **LANGUAGE**
                **6****4.0**
                **GOVERNING
                    LAW**
                **6****5.0**
                **COMPLIANCE
                    WITH LAWS AND REGULATIONS**
                **6****6.0**
                **TAXES**
                **7****7.0**
                **SAFETY**
                **7****8.0**
                **INSURANCE**
                **7****9.0**
                **LIABILITY
                    AND INDEMNITY**
                **8****9.1**
                **Liability**
                **8****9.2**
                **Indemnification
                    of the Parties**
                **8****9.3**
                **Third
                    Party Indemnification**
                **8****9.4**
                **Patent
                    Indemnity**
                **8****9.5**
                **Consequential
                    Damages**
                **8****10.0**
                **POLLUTION
                    DAMAGES**
                **8****11.0**
                **INSPECTION**
                **9****12.0**
                **AUDIT**
                **9****13.0**
                **ASSIGNMENT**
                **10****14.0**
                **SUBSTITUTION**
                **10****15.0**
                **RIGHT
                    TO DO BUSINESS**
                **10****16.0**
                **TITLE**
                **10****17.0**
                **LIENS
                    AND ENCUMBERANCES**
                **10****18.0**
                **CONFIDENTIAL
                    INFORMATION**
                **11****19.0**
                **PUBLICITY**
                **11****20.0**
                **INDEPENDENT
                    CONTRACTOR**
                **11****21.0**
                **FORCE
                    MAJEURE**
                **11****22.0**
                **TERMINATION**
                **12****22.1**
                **Completion
                    of this Agreement**
                **12****22.2**
                **By
                    Company - Without Cause**
                **12****22.3**
                **By
                    Company - With Cause**
                **12****22.4**
                **Force
                    Majeure Event**
                **13****22.5**
                **Default
                    by Company**
                **13****22.6**
                **Action
                    Upon Termination**
                **13****23.0**
                **SETTLEMENT
                    OF DISPUTES**
                **14**


**23.1**
                  **Arbitration**
                  **14****23.2**
                  **Appointment
                      of Arbitrators**
                  **14****23.3**
                  **Arbitration
                      Decision**
                  **14****24.0**
                  **GRATUITIES**
                  **14****25.0**
                  **CONFLICT
                      OF INTEREST**
                  **14****26.0**
                  **COOPERATION**
                  **15****27.0**
                  **LOCAL
                      CONTENT**
                  **15****28.0**
                  **CONTINUING
                      OBLIGATION**
                  **15****29.0**
                  **HEADINGS
                      AND ORDER**
                  **15****30.0**
                  **WAIVER**
                  **15****31.0**
                  **AMENDMENT**
                  **15**
 
  **1.0**
                **DEFINITIONS**





“Parties”
      means Company and Contractor.





“Party”
      means Company or Contractor.





“Services”
      means any portion or all, depending on the context, of the work, services,
      duties, obligations and responsibilities of Contractor set out in the Scope
      of
      Work section and elsewhere in this Agreement.





“Subcontractor”
      means an entity that provides, to Contractor, services, material, equipment
      or
      other components for resale, or for incorporation into or as a part of, services
      and related goods to be or being supplied by Contractor, under this
      Agreement.





“Willful
      Misconduct” means any deliberate or intentional or conscious or reckless,
      disregard of any provision of this Agreement, including those requiring
      compliance with applicable laws, by either Party or its employees, agents,
      consultants, contractors, Subcontractors or permitted assignees, which is not
      justifiable by any special circumstance, not including any omission, error
      of
      judgment or mistake made, in the exercise in good faith, of any function,
      authority or discretion conferred upon a Party pursuant to this Agreement.




**2.0**
            **DOCUMENTS**





Contractor
      warrants that it has completely reviewed the documents that are incorporated
      into and constitute this Agreement and, further, warrants that it fully
      understands the terms, conditions and requirements as it relates to the
      performance of its obligations under this Agreement.





In
      the
      event of conflict between any of the documents attached to and forming an
      integral part of this Agreement, or conflict between those documents and any
      applicable laws, statues, decrees, orders, rules or regulations, applicable
      to
      the supply of the Services and related goods or use of the goods at their end
      use location, the most stringent, as determined by Company, shall apply. If
      Contractor recognizes any such conflict, Contractor shall bring that conflict
      to
      the attention of Company, in writing, for resolution.




**3.0**
            **LANGUAGE**





Contractor
      shall use the English language for all written and verbal communication related
      to this Agreement for the supply of the Services and related goods, identified
      herein.




**4.0**
            **GOVERNING
              LAW**




This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      Province of Alberta, Canada, except as agreed otherwise herein.




**5.0**
            **COMPLIANCE WITH LAWS AND
              REGULATIONS**





Insofar
      as activities directed towards the performance of this Agreement fall within
      or
      are subject to the jurisdiction of the laws of Canada, Contractor shall comply
      in all respects with all applicable laws, statues, decrees, orders, rules or
      regulations in force in Canada, and of any political subdivision, agency or
      representatives of the Government of Canada or of the Energy and Utilities
      Board
      of the Province of Alberta, or of any duly constituted authority having
      jurisdiction or authority at any place of performance of this Agreement or
      in
      connection with any services pursuant to this Agreement.









In
      this
      regard, Contractor agrees that it is responsible to ensure that its employees,
      agents, consultants, contractors, Subcontractors or permitted assignees act
      in
      complete accordance with all applicable laws and regulations.





Further,
      Contractor shall ensure that its employees, agents, consultants, contractors,
      Subcontractors or permitted assignees respect local customs and cultural
      sensitivities and shall not engage in activities, which may be reasonably
      considered by Company to be detrimental to the maintenance of harmonious
      relationships between Company and authorities or local inhabitants.





Notwithstanding
      any other provisions in this Agreement, Contractor shall indemnify Company
      against all penalties and liabilities of every kind should any of its employees,
      agents, consultants, contractors, Subcontractors or permitted assignees, fail
      to
      comply with applicable laws and regulations and respect local
      customs.




**6.0**
            **TAXES**





Contractor
      shall be solely responsible and liable for the assessment, collection and
      withholding of, if required, and payment of all corporate, income, excise,
      royalty, property, sales or other taxes as may apply to the personnel, payroll,
      invoices, sales, costs, activities, assets, equipment or other property of
      Contractor or its Subcontractors. Contractor agrees to indemnify and hold
      Company harmless from and against any fines, fees or other consequences of
      Contractor failing to perform this obligation.




**7.0**
            **SAFETY**





Contractor
      shall comply with and be responsible for the enforcement of all government
      safety rules and regulations in effect, where the Services are performed.
      Contractor shall immediately correct any unsafe condition or practices, which
      Company or competent authority may identify and advise Contractor.





Contractor
      shall provide all safety equipment for its employees, agents, consultants,
      contractors, Subcontractors or permitted assignees, who are involved in the
      performance of the Services and maintain effective safety devices to reduce
      the
      occurrence of and mitigate the effects of hazards during the performance of
      the
      Services under this Agreement.





All
      automobiles used in the performance of the Services and shall be in safe
      operating condition and adequately equipped with safety belts.





Contractor
      agrees that it is responsible to ensure that its employees, agents, consultants,
      contractors, Subcontractors or permitted assignees act in complete accordance
      with all applicable safety requirements of Company and otherwise required by
      this Agreement.




**8.0**
            **INSURANCE**





During
      the performance of the Services under this Agreement, Contractor shall, at
      its
      sole expense, insure the personnel and property of Contractor against accident,
      injury, loss and other such insurance as Contractor deems necessary or as
      required by the laws and regulations of any place where the Services may be
      performed. In support of the performance of this Agreement, Contractor shall
      maintain adequate replacement value insurance for equipment, tools and material
      owned by Contractor and for any equipment, tools and material of others,
      particularly those of Company, which are at any time or from time to time in
      the
      care and custody of Contractor. All insurance shall be placed and maintained
      by
      Contractor, with insurers and in amounts and upon such policy terms and
      conditions as Company may require.









Within
      fifteen (15) days of receiving a request from Company, Contractor shall provide
      to Company, certificates of insurance for the required insurance, in a form
      satisfactory to Company. Renewal certificates for insurance policies or new
      certificates for replacement insurance policies, for those policies which become
      due during the Term of this Agreement shall be obtained by Contractor and copies
      of such renewal certificates shall be furnished to Company promptly after they
      become available, in the event that Company had previously requested
      certificates of the preceding policy.




**9.0**
            **LIABILITY AND
              INDEMNITY**





**9.1**
            **Liability**




Contractor
      shall bear all risk of injury to its employees, agents, consultants,
      contractors, Subcontractors or permitted assignees and for loss of or damage
      to
      its property, or the property of Company when in the care and custody of
      Contractor, howsoever caused.




**9.2**
            **Indemnification of the
              Parties**





With
      regard to the Services to be performed under this Agreement, each Party shall
      indemnify and hold the other Party harmless from and against any and all
      liabilities for death, illness or injury to it employees, agents, consultants,
      contractors, Subcontractors or permitted assignees or for loss of or damage
      to
      its property or to the property of it employees, agents, consultants,
      contractors or Subcontractors and against all claims, demands, proceedings
      and
      causes of action resulting therefrom, regardless of the cause.




**9.3**
            **Third Party
              Indemnification**





With
      regard to the Services to be performed under this Agreement, each Party shall
      indemnify and hold the other Party harmless from and against any and all
      liability for death, illness or injury to any third party or for loss of or
      damage to the property of any third party and against all claims, demands,
      proceedings and causes of action resulting therefrom and due to any negligent
      act or default on its part in the performance of any of its obligations
      hereunder.




**9.4**
            **Patent
              Indemnity**





Contractor
      agrees to indemnify and hold harmless Company from and against all claims,
      demands, causes of action, cost, damages and awards, arising out of or in
      connection with this Agreement, in respect of any direct or indirect
      infringement of any patent, copyright or trade mark or any pending application
      for any patent, copyright or trade mark.




**9.5**
            **Consequential
              Damages**





Notwithstanding
      anything herein contained to the contrary, neither Party shall be liable to
      the
      other for special, indirect or consequential damages resulting from or arising
      out of this Agreement or anything done or not done pursuant hereto, including
      without limitation, loss of profit, loss production or business interruptions,
      howsoever caused.




**10.0**
            **POLLUTION
              DAMAGES**





Notwithstanding
      any other provision contained in this Agreement, Contractor shall assume all
      liability for any and all injury or death to persons, loss or damage to
      property, and in respect of the control and removal of pollution or
      contamination of the air, land or water arising from spills, leaks or discharge
      of pollution or contamination and other material in the possession or control
      of
      Contractor or its Subcontractors. Contractor and shall indemnify and hold
      Company, its co-venturers, its and their affiliated companies and its and their
      respective officers, agents and employees, harmless from and against any and
      all
      losses, claims, demands, costs, proceedings, damages, charges and expenses
      howsoever arising therefrom.









Without
      relieving Contractor of any of its obligations in this regard, it is agreed
      that
      Company may take part to any degree it deems necessary in the control and
      removal of any pollution or contamination, which is the responsibility of
      Contractor under the foregoing provisions or which is due to any act or omission
      of Contractor. Furthermore, Contractor shall reimburse Company for the cost
      thereof upon the receipt of billing from Company, provided always that the
      amount may be deducted by Company, from any monies due or which may otherwise
      become due to Contractor, notwithstanding any other right or remedy, legal
      or
      otherwise, that Company may have under this Agreement, or otherwise.




**11.0**
            **INSPECTION**





Services
      and goods supplied by Contractor under this Agreement are subject to inspection
      by Company at any time during the Term of this Agreement. Contractor shall
      allow
      Company to exercise this right of inspection at any time. Contractor shall
      be
      responsible for making all necessary arrangements to allow Company to exercise
      this right of inspection.





Where
      goods supplied are manufactured by others, or otherwise purchased from others
      for resale by Contractor, Contractor shall be responsible for ensuring that
      Company will be allowed to exercise this right of inspection, at the point
      of
      manufacture of the goods or the point where the goods are stored or stocked.
      All
      related cost incurred by any Subcontractor and Contractor to allow Company
      to
      exercise this right of inspection is the responsibility of Subcontractor and
      Contractor and will not be paid by Company. Company will only be responsible
      for
      any direct cost incurred by Company, in order that it may exercise this right
      of
      inspection.





Services
      and goods supplied, which are found, during inspection, not to conform to the
      specifications and other requirements, are subject to rejection by Company.
      Contractor shall immediately, upon notification of such rejection, re-complete
      the work or replace the goods at the sole expense of Contractor.




**12.0**
            **AUDIT**





Contractor
      agrees that all claims or charges for extra work scope may be audited by Company
      to determine the appropriateness of the amount claimed or charged.





Accordingly,
      Contractor shall maintain and cause each of its Subcontractors to maintain
      a
      complete, correct and up-to-date set of records, including copies of time
      sheets, third party invoices and other documentation pertaining to the supply
      of
      the Services and related goods, throughout the Term of this agreement and for
      a
      period of two (2) years after completion of this Agreement.





Further,
      Contractor agrees that during the above period, Company or a duly authorized
      representative of Company shall have the right, at all reasonable times to
      inspect and audit, the procedures, controls, procurement records relating to
      the
      supply of the Services and related goods and accounting records of Contractor
      and its Subcontractors, related to the performance of this Agreement. Contractor
      shall be responsible for making all necessary arrangements to allow Company
      to
      exercise this right of audit. Contractor shall be responsible for ensuring
      that
      Company will be allowed to exercise this right of audit, at each of its
      Subcontractors.









All
      related costs incurred by Contractor or its Subcontractors for the purpose
      of
      such audit are the responsibility of Contractor or its Subcontractors. Company
      will only be responsible for any direct cost incurred by Company, in order
      that
      it may exercise its right of audit.




**13.0**
            **ASSIGNMENT**





Contractor
      agrees that Company may assign this Agreement to an affiliate of Company without
      the consent of Contractor, provided however, that Company shall remain liable
      to
      Contractor for the performance by its obligations under this
      Agreement.





Company
      shall not assign this Agreement, in whole or in part, to a party other than
      an
      affiliate without having first obtained the written consent of Contractor,
      which
      consent shall not be unreasonably withheld.





Contractor
      shall not assign this Agreement, in whole or in part, or any obligations under
      this Agreement, without having first obtained the written consent of
      Company.





Contractor
      may engage a Subcontractor to perform certain obligations under this Agreement,
      on behalf of Contractor, provided however, that, despite any agreements or
      contracts with such Subcontractor, Contractor shall remain liable to Company
      for
      the performance of its obligations under this Agreement. Prior to any such
      agreement to subcontract certain obligations or parts of the Services or work
      covered by this Agreement, Contractor shall obtain the written consent of
      Company, which consent shall not be unreasonably withheld.





This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assignees of either Party.




**14.0**
            **SUBSTITUTION**





If
      as
      part of the Services, Contractor is required to supply specified goods,
      Contractor shall supply only those goods specified, unless it has first obtained
      the written agreement of Company.




**15.0**
            **RIGHT TO DO
              BUSINESS**





Contractor
      warrants that it is in possession of and shall throughout the Term of this
      Agreement maintain in full force and effect, all licenses and permits necessary
      to enable it to perform the Services and Contractor further warrants that it
      has
      the right to perform the Services under this Agreement.




**16.0**
            **TITLE**





Contractor
      warrants that title to goods supplied to Company related to the performance
      of
      this Agreement is legitimate and within the legal rights of Contractor and
      that
      such goods shall be free of any security interest or other lien or encumbrance,
      except as expressly agreed and accepted.




**17.0**
            **LIENS AND
              ENCUMBERANCES**





Contractor
      shall promptly pay, when they become due, all obligations for labor, property,
      equipment, materials and fees and assessments necessary for the performance
      of
      the Services. Contractor shall, during the Term of this Agreement, ensure that
      the work is free and clear of all liens, assessments, fines or other similar
      levies and shall hold Company harmless in respect of such claims.









Should
      it
      be necessary for Company to make any payments stemming from the Services under
      this Agreement, in order that Company may have access to or use its facilities,
      Contractor agrees that those amounts may be deducted from the amounts otherwise
      paid to Contractor for the performance of its obligations, notwithstanding
      any
      other right or remedy, legal or otherwise, that Company may have under this
      Agreement, or otherwise.




**18.0**
            **CONFIDENTIAL
              INFORMATION**





All
      information obtained by Contractor in the performance of this Agreement shall
      be
      considered confidential and shall not be divulged by Contractor, its employees,
      agents, consultants, contractors, Subcontractors or permitted assignees, to
      any
      person, firm or corporation, without having first obtained the written consent
      of Company. This obligation shall remain binding on Contractor, notwithstanding
      the termination of this Agreement for any reason.




**19.0**
            **PUBLICITY**





Contractor
      shall not publish or permit to be published any information about or photographs
      of the Services or of the business of Company, generally, without having first
      obtained the written consent of Company. Such consent shall only apply to each
      specific application and relate only to that application. The accuracy of any
      information released pursuant to the consent of Company, which was not supplied
      directly by Company, is the absolute responsibility of Contractor. This
      obligation shall remain binding on Contractor, notwithstanding the termination
      of this Agreement for any reason.




**20.0**
            **INDEPENDENT
              CONTRACTOR**




In
      the
      performance of this Agreement, Contractor warrants that it is an independent
      contractor and not an agent or employee of Company. Accordingly, the
      relationship of the Parties in respect of this Agreement shall not be construed
      to be that of principal and agent or master and servant.





All
      persons engaged by Contractor in the performance of this Agreement shall at
      all
      times during the period of this Agreement be personnel of Contractor and not
      of
      Company.





Contractor
      shall comply with all reasonable directions and instructions, given by Company,
      provided however, Contractor shall have sole and complete control, supervision
      and direction over the operation of its property and personnel, except to the
      extent as may be otherwise mutually agreed in writing by the
      Parties.




**21.0**
            **FORCE
              MAJEURE**





A
      Force
      Majeure Event is defined as an event or circumstance that cannot reasonably
      be
      anticipated and is beyond the control of Company or Contractor. Each Party
      shall
      be excused from the performance of its obligations under this Agreement, from
      time to time and at any time, but only so long as the Party is prevented from
      such performance by a Force Majeure Event. A Force Majeure Event may be an
      act
      of God or public enemy, war, blockage, civil insurrection, earthquake, flood,
      fire, labor strike, compliance with any law, rule, order or regulation, which
      has not been declared by a court of competent jurisdiction to be invalid, or
      any
      other cause beyond the reasonable control of such Party. Lack of funds or
      circumstances resulting from lack of adequate planning, which a Party should
      have reasonably been expected to perform, shall not be considered beyond the
      control of such Party.









In
      the
      case of suspension of Services due to a Force Majeure Event, the Party affected
      by the Force Majeure Event shall, within fifteen (15) days from the beginning
      of
      any such Force Majeure Event, notify the other Party of such failure of
      performance and the cause thereof, and shall specify the anticipated period
      of
      delay before performance can be resumed. The Party affected by the Force Majeure
      Event shall take all reasonable measures to overcome any delay and mitigate
      any
      damages arising from such Force Majeure Event.





Contractor
      agrees that it will not seek to claim additional compensation for expenses
      as a
      result of a Force Majeure Event. Each Party agrees that it shall bear its own
      financial consequences of any Force Majeure Event. However, Company may grant
      Contractor an extension, to the Term of this Agreement, if in its sole opinion,
      the Force Majeure Event may reasonably be considered to cause or have caused
      a
      delay to the timely achievement of the Services to be provided under this
      Agreement, or otherwise.




**22.0**
            **TERMINATION**





In
      the
      event that this Agreement is terminated under any of the provisions in this
      clause, Company shall not be liable to Contractor for any payment for any claim
      by Contractor, for loss of anticipated profits or damages or any reason
      whatsoever, except as expressly provided for herein. However, in accordance
      with
      other provisions of this Agreement, Contractor shall be compensated for Services
      performed up to the point of termination, regardless of the reason for
      termination.




**22.1**
            **Completion of this
              Agreement**





The
      obligation for Contractor to provide Services shall terminate upon the
      completion of the Term of this Agreement.





The
      obligation for Company to compensate Contractor for Services shall terminate
      upon the complete and final payment for all Services provided by Contractor
      prior to the completion of the Term of this Agreement.




**22.2**
            **By Company - Without
              Cause**





Company
      shall, at any time, in its sole discretion, for its own convenience, have the
      right to terminate this Agreement by providing written notice to Contractor.
      Company shall have the option of providing written notice of such termination,
      which may not occur until thirty (30) days from the date of receipt by
      Contractor of the written notice of termination or a payment in lieu of notice,
      in the amount equal to the charges that would otherwise accrue for twenty five
      (25), eight hour days of Services or four hundred (400) total hours of
      Service.




**22.3**
            **By Company - With
              Cause**




Company
      shall, in its sole discretion, have the right to immediately terminate this
      Agreement by providing written notice to Contractor, in the event that
      Contractor commits a material breach of it obligations under this Agreement
      including, without limitation:


·
            Failure
                to proceed with the performance of any part of the Services, with
                due
                diligence, or to otherwise comply with any of the obligations of
                Contractor under this Agreement, as a result of a cause within the
                control
                of Contractor and failure to comply with or commence and diligently
                continue remedial action within fifteen (15) days of any reasonable
                instruction from Company requiring such remedial action,
                or ·
            Persistent
                disregard for applicable laws and regulations and safety and environmental
                requirements, of any competent authority, wherever the Services are
                performed, and failure to comply with or commence and diligently
                continue
                remedial action within fifteen (15) days of any reasonable instruction
                from Company requiring such remedial action,
                or









·
            Abandonment
                of this Agreement and failure to comply with or recommence Services
                within
                fifteen (15) days of any reasonable instruction from Company requiring
                recommencement of Services, or ·
            Assignment
                of any part of this Agreement or subcontracting of any part of the
                Services, without having first obtained the written consent of Company,
                or ·
            If
                Contractor is declared bankrupt, becomes insolvent, generally fails
                to pay
                its obligations and debts as and when they become due, makes an
                arrangement, compromise, or composition with it creditors, is placed
                in
                liquidation or receivership, or upon any analogous event, or if any
                legal
                proceeding for such should be commenced in any court having jurisdiction,
                or ·
            If
                Contractor fails to maintain any required insurance or
                bond.




**22.4**
            **Force Majeure
              Event**





If
      the
      occurrence of a Force Majeure Event causes, or may reasonably be anticipated
      to
      cause, suspension of the Services for a period longer than sixty (60) days,
      either Party may terminate this Agreement, in whole or in part, at its
      discretion, by giving notice of such termination to the other Party. Should
      Company be the Party that issues the notice of termination under this clause,
      Contractor shall be entitled to payment in the amount equal to the charges
      that
      would otherwise accrue for twenty five (25), eight hour days of Services or
      four
      hundred (400) total hours of Service, in addition to any other payment due
      and
      owing to Contractor, under this clause or otherwise.




**22.5**
            **Default by
              Company**




Company
      shall be considered in default if Company fails to perform its payment
      obligations under this Agreement with respect to any amount for which there
      is
      no dispute and if such undisputed amount has not been paid within the time
      stipulated or if Company is declared bankrupt, becomes insolvent, generally
      fails to pay its obligations and debts as and when they become due, makes an
      arrangement, compromise, or composition with it creditors, is placed in
      liquidation or receivership, or upon any analogous event, or if any legal
      proceeding for such should be commenced in any court having
      jurisdiction.





In
      the
      event of default by Company and Company failing to remedy such default within
      fifteen (15) days of receiving notice of such default from Contractor,
      Contractor shall be entitled to terminate this agreement by notice in writing
      to
      Company, notwithstanding any other right or remedy, legal or otherwise, that
      Contractor may have under this Agreement, or otherwise.




**22.6**
            **Action Upon
              Termination**




Upon
      termination of this Agreement, Contractor shall cease Services and related
      work
      immediately upon receipt of notice of termination, or as soon thereafter as
      is
      reasonably practicable, and remove all Contractor equipment and material, if
      any, from Company premises, and cause its employees, agents, consultants,
      contractors, Subcontractors or permitted assignees to vacate all Company
      premises, as directed by Company. Where Contractor is in possession of Company
      equipment, material or articles of any type at the time of receipt of notice
      of
      termination, Contractor shall promptly return those articles to Company, as
      directed by Company. Company shall grant reasonable access to Contractor for
      this purpose. All work related to the performance of this clause shall be
      considered Services by Contractor requiring compensation by
      Company.









**23.0**
            **SETTLEMENT OF
              DISPUTES**




Any
      disputes, controversies, differences or disagreements, which may arise between
      the Parties out of or in connection with this Agreement shall be settled by
      mutual agreement.




**23.1**
            **Arbitration**




If
      any
      such dispute, controversy, difference or disagreement cannot be settled within
      thirty (30) days, by mutual agreement, one of the Parties shall issue notice
      regarding the need for arbitration (the “Arbitration Notice”) to the other,
      indicating that the matter shall be settled under the Rules of Conciliation
      and
      Arbitration of the International Chamber of Commerce, effective at the
      time.




**23.2**
            **Appointment
              of Arbitrators**




Arbitration
      shall, preferably, be before one arbitrator (the “Sole Arbitrator”) mutually
      acceptable to the Parties. Otherwise, arbitration shall be before three
      arbitrators, in which case each Party shall each nominate one arbitrator within
      thirty (30) days of the Arbitration Notice. The two arbitrators, so nominated,
      shall in turn nominate a third arbitrator within ten (10) days of the nomination
      of the later of the two. In the event that they fail to agree on the third
      arbitrator within the ten (10) days, the third arbitrator shall be nominated,
      at
      the request of the most diligent Party, by the International Chamber of
      Commerce. The three arbitrators so nominated shall constitute the Board of
      Arbitration. The place of arbitration shall be either Edmonton or Calgary,
      Alberta, at the discretion of the Party issuing the Arbitration Notice. The
      arbitration shall be conducted in the English language.




**23.3**
            **Arbitration
              Decision**




The
      arbitration decision of the Board of Arbitration shall have the agreement of
      the
      majority of the arbitrators. The arbitration award of either the Sole Arbitrator
      or the Board of Arbitration shall be issued in writing not later than one
      hundred and twenty days (120) after the date of the Arbitration Notice. The
      arbitration award shall be final and binding on the Parties and shall indicate
      which Party shall bear the cost of the arbitration, or if both, the proportion
      each Party shall bear. The arbitration award shall be enforceable in any court
      of competent jurisdiction and the Parties agree not to contest or seek relief
      from the award in any court.




**24.0**
            **GRATUITIES**




Contractor
      shall not pay any commissions or fees, or grant any rebates, to any director,
      officer, contractor or employee of Company, or to any relative or close
      associate of those persons or parties, or favor such persons or parties with
      gifts or entertainment of significant value.





Contractor
      agrees that any breach of the above clause is sufficient grounds for Company
      to
      terminate this Agreement without obligation to the Contractor. Such termination
      will not affect any other rights Company may have under this Agreement or
      otherwise.




**25.0**
            **CONFLICT OF
              INTEREST**




Contractor
      warrants that no director, officer, contractor or employee of Company, or any
      relative of those persons, has any beneficial interest in Contractor, or other
      companies directly associated with Contractor, either as an inducement to enter
      into this Agreement or for any commitment in the course of performance of this
      Agreement or as acknowledgement of any arrangement between Contractor and
      Company. Contractor further warrants that it shall not provide any beneficial
      interest in Contractor, or other companies directly associated with Contractor,
      either as an inducement to enter into this Agreement or for any commitment
      in
      the course of performance of this Agreement.









Contractor
      agrees that any breach of this warranty is sufficient grounds for Company to
      terminate this Agreement without obligation to the Contractor. Such termination
      will not affect any other rights Company may have under this Agreement or
      otherwise.




**26.0**
            **COOPERATION**




Contractor
      shall cooperate with Company and other contractors engaged by Company in
      scheduling its work and methods of performance to suit the overall requirements
      of Company.




**27.0**
            **LOCAL
              CONTENT**




Contractor
      shall, to the maximum extent practicable in the performance of the Services,
      give preference to and use labor, both skilled and unskilled, professional
      personnel, and contractors, from the immediate region of the Company
      developments.




**28.0**
            **CONTINUING
              OBLIGATION**





Notwithstanding
      the termination of this Agreement, the Parties shall continue to be bound by
      the
      provisions of this Agreement, with respect to matters arising and liabilities
      accrued during the Term of this Agreement.




**29.0**
            **HEADINGSAND ORDER**





Headings
      provided in this Agreement are for the ease of reference and shall not be
      considered when interpreting the meaning of the text of this Agreement. Further,
      the order of the various terms in this Agreement does not imply any priority
      or
      importance one over the other of the various terms.




**30.0**
            **WAIVER**





Failure
      of either Party to enforce any one of its rights under this Agreement shall
      not
      be deemed or construed to be a waiver on the part of such Party. Company and
      Contractor agree that none of the requirements of this Agreement shall be
      considered waived or amended by either Party, unless such waiver is prepared
      in
      writing and signed as accepted by both Company and Contractor.




**31.0**
            **AMENDMENT**





Company
      and Contractor agree that none of the terms and conditions and other
      requirements of this Agreement may be changed or deleted or otherwise amended,
      unless such amendment is prepared in writing and signed as accepted by both
      Company and Contractor.








**Compensation**





**Updated
      - 2007 01 04**







**TABLE
      OF CONTENTS**




**Section**
                **Title**
                **Page****1.0**
                **PURPOSE**
                **16****2.0**
                **STATUTORY
                    REQUIREMENTS**
                **18****3.0**
                **PAYMENT
                    FOR SERVICES**
                **18****4.0**
                **PAYMENT
                    FOR EXPENSES**
                **18****4.1**
                **Out
                    of Pocket**
                **18****4.2**
                **Use
                    of Personal Automobile**
                **19****4.3**
                **Third
                    Party Charges**
                **19****4.4**
                **Long
                    Distance Phone, Facsimile and Courier**
                **19****5.0**
                **INCENTIVE
                    PLAN**
                **19****5.1**
                **Stock
                    Option**
                **19****5.2**
                **Bonus
                    Plan**
                **19**







**1.0**
            ****PURPOSE****




The
      purpose of this document is to define in detail the compensation for the
      Services carried out by Contractor in performance of Services under this
      Agreement.




**2.0**
            **STATUTORY
              REQUIREMENTS**





Contractor
      agrees to and shall be responsible for paying all Canada Pension Plan,
      Employment Insurance, Workers Compensation Board, Federal and Provincial Income
      Taxes, Provincial Sales Tax (PST) and Goods and Services Tax (GST) and other
      costs due to compensation for Services under this Agreement, unless otherwise
      stated herein.




Contractor
      shall provide evidence of registration, by providing its GST number clearly
      indicated on each invoice.




**3.0**
            **PAYMENT FOR
              SERVICES**





Company
      shall pay Contractor, in full consideration of Services provided, an
      all-inclusive rate excluding Goods and Services Tax (GST) and Provincial Sales
      Tax (PST). Company agrees to pay Contractor as follows:





$130
      for
      each hour of Service





If
      applicable to any Services, the GST and PST shall be in addition to the charge
      for such Services. Both GST and PST shall be calculated separately at the then
      prevailing rate and shown separately on invoices.





All
      invoices for payment of Services shall be supported by a completed and signed
      time sheet of a format acceptable to Company.




**4.0**
            **PAYMENT FOR
              EXPENSES**





Contractor
      shall submit a completed summary expense report in a format acceptable to
      Company on the last day of every month for expenses incurred during that month.
      All expense reports shall be accompanied by original receipts supporting expense
      claims.




**4.1**
            **Out of
              Pocket**





Contractor
      shall be reimbursed for reasonably incurred expenses in the performance of
      the
      Services.





Where
      the
      expected cost of expenses in a period are significant, Company shall provide
      a
      payment in advance, in an amount equal to the total amount reasonably
      anticipated to be incurred. The amount of the advance shall be deducted from
      the
      amount otherwise due to Contractor for such expenses.









All
      costs
      incurred for work permits or other permits necessary for the performance of
      the
      Services shall be by Company.




**4.2**
            **Use of Personal
              Automobile**




Contractor
      owned vehicles when used in the performance of Services shall be reimbursed
      for
      mileage at a rate of $0.50/km for car, $0.85/km for truck. The costs of all
      repairs and necessary insurance shall be born by the Contractor.




**4.3**
            **Third Party
              Charges**





All
      third
      party charges incurred by contractor in the performance of Services shall be
      invoice to Company at cost plus 15%.




**4.4**
            ****Travel****


****


While
      in
      the performance of Services all travel, meals and accommodation reasonably
      incurred shall be reimbursed to Contractor. All international air travel and
      air
      travel inside the North American continent of four hours duration and greater
      shall be by unrestricted business class air fare booking.





**4.5**
            **Long Distance Phone, Facsimile
              and
              Courier**





All
      long
      distance phone calls, long distance facsimile, and courier charges incurred
      by
      Contractor in the performance of services shall be reimbursed by
      Company.




**5.0**
            **INCENTIVE
              PLAN**





**5.1**
            ****Stock
              Option****




Contractor
      shall have the right to participate in the same Stock Option Plan offered to
      Officers of Company or Contractors acting in the capacity as Officers of the
      Company. The terms of the stock option offered shall be defined in the Stock
      Option Agreement.




**5.2**
            **Bonus
                Plan**


****


At
      anytime during performance of this Service Agreement, Company and Contactor
      may
      enter into a bonus plan arrangement whereby Contractor is compensated by Company
      for achieving mutually agreed on goals which are tangible and
      measurable







**Administrative**





**Procedures**




**Updated
      - 2005 10 30**







**TABLE
      OF CONTENTS**




**Section**
              **Title**
              **Page****1.0**
              **PURPOSE**
              **20****2.0**
              **INVOICES**
              **22****3.0**
              **PAYMENT**
              **22****4.0**
              **NOTICE**
              **23**







**1.0**
            ****PURPOSE****




The
      purpose of this document is to outline procedural issues and requirements,
      which
      both parties, shall follow in the course of the performance of this
      Agreement.




**2.0**
            **INVOICES**





Contractor
      shall prepare and submit invoices for payment in the same currency as that
      used
      in this Agreement. Foreign currencies shall be converted to the same currency
      as
      that used in this agreement at the exchange rate on the day the expense had
      been
      incurred.





All
      invoices shall clearly reference this Agreement, by including the agreement
      number, in the form “Service Agreement - SA-2005-01”.





Invoices
      shall show the details and total amount for services separate from the details
      and total amount for allowable expenses.





Contractor
      shall invoice for Provincial Sales Tax (PST) and Goods and Services Tax (GST)
      separately and in accordance with the applicable government regulations. The
      invoice shall clearly indicate PST and GST numbers assigned to
      Contractor.





Contractor
      shall submit the original invoice on or about the first day of every month,
      with
      all necessary supporting documentation, and a copy of the original invoice
      and
      supporting documentation and should be submitted, for payment to:





Northern
      Alberta Oil Ltd.


510,
      Royal Bank Building


10117
      Jasper Avenue


Edmonton,
      Alberta T5J 1W8





Attention
      - Finance




**3.0**
            **PAYMENT**





Invoice
      payment terms of Company for such services are "Net 15 days". This means that
      the total shown on the invoice is to be paid within 15 days from receipt of
      the
      invoice, correct in all respects.





If
      Company disputes an item on an invoice, Company shall, within five (5) days
      of
      receipt of the invoice, notify Contractor of the item under dispute, specifying
      the reason for the dispute. Company will withhold the amount of the item under
      dispute until settlement of the dispute. All undisputed amounts will be paid
      in
      accordance with this Agreement. Should Company fail to notify Contractor of
      an
      item which Company disputes within the allowed five day period, all items on
      the
      invoice will be considered acceptable to Company as invoiced.





Company
      will make payment to Contractor by means of electronic transfer directly to
      the
      bank account of Contractor or by check, at the option of Contractor. Contractor
      shall notify Company of its requirement in this regard and the appropriate
      information to allow Company to act accordingly.









In
      the
      event that Company does not pay the undisputed amount within the allowed fifteen
      days, interest shall be charged at a rate of 1.5% per month, or part thereof,
      from the date the invoice is received by Company.




**4.0**
            ****NOTICE****




All
      correspondence shall clearly reference this Agreement, by including the
      agreement number, in the form “Service Agreement - SA-2005-01”.





All
      correspondence regarding this Agreement for the supply of services shall be
      directed as follows:





To
      Company at:





Northern
      Alberta Oil Ltd.


c/o
      Deep
      Well Oil and Gas, Inc


510,
      Royal Bank Building


10117
      Jasper Avenue


Edmonton,
      Alberta T5J 1W8





Attention:
      Contracts Manager





To
      Contractor at:





Trebax
      Projects Ltd.


416
      Scenic View Bay NW


Calgary,
      Alberta T3L 1Z4





Attention:
      Cyrus Spaulding









**Scope
      of Work**





**Updated
      - 2005 10 30**











**TABLE
      OF CONTENTS**




**Section**
              **Title**
              **Page****1.0**
              **PURPOSE**
              **24****2.0**
              **POSITION**
              **26****3.0**
              **SKILLS
                  AND EXPERIENCE**
              **26****4.0**
              **RESPONSIBILITY**
              **26****5.0**
              **AUTHORITY**
              **27****4.0**
              **NOMINATED
                  INDIVIDUAL**
              **27****5.0**
              **DUTIES**
              **27****6.0**
              **TERM**
              **27****6.1**
              **Intent
                  to Extend**
              **27****7.0**
              **PRIMARY
                  LOCATION OF WORK**
              **27****8.0**
              **HOURS
                  OF WORK**
              **27****9.0**
              **PROVISION
                  OF EQUIPMENT AND SUPPLIES**
              **28**









**3.0**
            **PURPOSE**




The
      purpose of this document is to define the Services to be performed under this
      Agreement, by providing understanding of:


·
            The
                requirements of Contractor in the provision of the
                Services


·
            The
                nature of the Services to be provided by Contractor, through its
                Nominated
                Individual


·
            The
                Position the Nominated Individual is to fill, to provide an understanding
                of the general nature of the
                Services


·
            The
                other key requirements for the Position and therefore the Nominated
                Individual




**2.0**
            ****POSITION****




The
      details of the Position provided by Contractor are as follows:





Title
      -
      Chief Operating Officer (COO)





Reports
      to - Chief Executive Officer (CEO)




**3.0**
            ****SKILLS
                AND
                EXPERIENCE****





The
      individual who is to fill the Position shall have the following general
      experience:


·
            The
                COO shall have a broad background of knowledge with hands on experience
                in
                no less than three different areas of corporate operations which
                supports
                Company’s business.


·
            Must
                be registered or eligible to be registered as a Professional Engineer
                (P.Eng), in the province of Alberta


·
            Experience
                in managing large facilities projects and consulting
                engineers


·
            Experience
                in the engineering design and operations of heavy oil
                facilities.




**4.0**
            ****RESPONSIBILITY****





The
      Position is responsible for the following:


·
            The
                have such responsibilities and powers and shall hold the office of
                COO of
                the Company and perform such duties normally associated with such
                position
                and those that the CEO may reasonable request from time to time. ·
            The
                COO shall use his best efforts to promote the interests of the Company,
                provided however, that nothing herein shall prohibit the COO from
                engaging
                in enterprises and activities which do not conflict with his duties
                and
                which do not materially affect his performance or that of the
                Company. ·
            At
                all times act in the best interest of Company and act in a manner
                which
                best increases shareholder value in DWOG et al, consistent with the
                other
                requirements in this Agreement. ·
            Be
                responsible for management of the day to day overall corporate operational
                activities of the Company, and until as such time as it is deemed
                necessary for Company to have department managers, oversee the Drilling,
                Production, Exploitation, Engineering and Projects, IT and Communications,
                Health Safety and Environment and Human Resources, and report them
                to the
                CEO. ·
            Be
                responsible for coordination and continuous monitoring and general
                management of Company operational budget as it best supports the
                business
                plan.







·
            Support
                and assist where necessary the CEO in the implementation of board
                decisions and initiatives that are in the best interest if the
                Company. ·
            To
                report to the CEO on the status and progress of activities and the
                associated budgets and schedules. ·
            Contracting
                services and hiring employees as the COO deems necessary to support
                the
                Company’s business plan.




**5.0**
            **AUTHORITY**




The
      Position shall have the authority to:


·
            Allocate
                resources as the COO sees fit to ensure the approved budget and schedule
                supports the business plan, including any and all required personnel
                resources, operational expenditures, and capital
                expenditures.


·
            Ultimate
                and direct authority with accountability to the CEO, for the overall
                day
                to day operations of the company in Drilling, Production, Exploitation,
                Engineering and Projects, IT and Communications, Health Safety and
                Environment, and Human Resources.




**4.0**
            ****NOMINATED
                INDIVIDUAL****





Contractor
      has nominated Cyrus Spaulding for this position.





Contractor
      may not remove or replace or substitute the Nominated Individual, without having
      firstly obtained the written consent of Company.




**5.0**
            ****DUTIES****





The
      key
      specific duties of this Position are as follows:


·
            Attend
                senior management and steering committee
                meetings


·
            Compilation
                of the overall operations budgets


·
            Supervision
                of senior managers


·
            Assist
                with and provide input to the operations
                committee




**6.0**
            ****TERM****




The
      Term
      of this Agreement shall be one year, commencing from the Effective Date of
      this
      Agreement, unless terminated according to the other terms of this
      Agreement.




**6.1**
            ****Intent
                to Extend****





Sixty
      (60) days prior to the termination of the term of this Agreement, Company shall
      notify Contractor if it intends to provide a subsequent agreement for services,
      following the termination of this Agreement. This will allow the Company and
      Contractor thirty (30) days to agree to the terms of the subsequent agreement.
      Accordingly, any agreement that is to effectively extend the term of this
      Agreement shall be agreed by the parties thirty (30) days prior to the end
      of
      the term of this Agreement.




**7.0**
            ****PRIMARY
                LOCATION OF
                WORK****





The
      Primary Location of Work is Calgary and nearby vicinity.





Travel
      expenses, including use of personal automobile, apply for all work, when ever
      away from the Primary Location of Work.









**HOURS
      OF WORK**




Contractor
      is free to work any hours that it desires, but they shall be generally
      consistent with normal business hours. Clearly, Contractor will be expected
      to
      be available for business meetings, etc. at times dictated by Company and the
      demands of the Position.




**9.0**
            ****PROVISION
                OF EQUIPMENT AND
                SUPPLIES****







For
      the
      satisfactory performance of the Services, Contractor shall provide his Nominated
      Individual with the following equipment, as a minimum:


·
            Computer
                not more than three years old


·
            Computer
                software, including MS Office Suite,
                email


·
            Internet
                Service Provider for the purpose of email and internet
                access


·
            Cellular
                Phone





Printing,
      photocopying and the like shall be the responsibility of Company, otherwise
      such
      matters will be subcontracted and billed as a third party expense.





Company
      may provide an office where Contractor’s Nominated Individual may work from time
      to time for the purpose of liason with Company Directors, investors, and others,
      for the benefit of Company.