Filed by sedaredgar.com - Chancery Resources Inc. - Exhibit 10.7






CONSULTING AGREEMENT

THIS AGREEMENT is dated for reference the ____ day of October,
2008.

BETWEEN:

CHANCERY RESOURCES INC., a
company having offices at 
400 Westgrove Drive, Suite 104, Dallas, Texas
75001

(the “Company”)

AND:

RAFAEL PINEDO, a businessman
having an address at 890 West 
Pender Street, sixth floor, Vancouver, British
Columbia V6C 1J9

(the “Contractor”)

WHEREAS:

A.          
The Company desires to retain the Contractor to provide services (the
“Services”) as the President of the Company, in regards to the Company’s
management and operations; and

B.           The
Contractor has agreed to provide the Services to the Company on the terms and
conditions of this Agreement.

            
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
each, the parties hereto agree as follows:

ARTICLE 1
APPOINTMENT AND AUTHORITY OF
CONTRACTOR

1.1           Appointment
of Contractor. The Company hereby appoints the Contractor to perform the
Services for the benefit of the Company as hereinafter set forth, and the
Company hereby authorizes the Contractor to exercise such powers as provided
under this Agreement. The Contractor accepts such appointment on the terms and
conditions herein set forth.

1.2           Performance
of Services. The Services hereunder have been and shall continue to be
provided on the basis of the following terms and conditions:

	 	(a) 	
      the Contractor shall report directly to the Board of
      Directors of the Company;

	 	 	 
	 	(b) 	
      the Contractor shall faithfully, honestly and diligently
      serve the Company and cooperate with the Company and utilize maximum
      professional skill and care to ensure that all services rendered
      hereunder, including the Services, are to the satisfaction of the Company,
      acting reasonably, and the Contractor shall provide any other services not
      specifically mentioned herein, but which by reason of the Contractor's
      capability the







2

	 		
      Contractor knows or ought to know to be necessary to
      ensure that the best interests of the Company are maintained;
and

	 	 	 
	 	(c) 	
      the Company shall report the results of the Contractor's
      duties hereunder as may be requested by the Company from time to
    time.



1.3           Authority
of Contractor. The Contractor shall have no right or authority, express or
implied, to commit or otherwise obligate the Company in any manner whatsoever
except to the extent specifically provided herein or specifically authorized in
writing by the Company.

1.4           Independent
Contractor. In performing the Services, the Contractor shall be an
independent contractor and not an employee or agent of the Company, except that
the Contractor shall be the agent of the Company solely in circumstances where
the Contractor must be the agent to carry out its obligations as set forth in
this Agreement. Nothing in this Agreement shall be deemed to require the
Contractor to provide the Services exclusively to the Company and the Contractor
hereby acknowledges that the Company is not required and shall not be required
to make any remittances and payments required of employers by statute on the
Contractor's behalf and the Contractor or any of its agents shall not be
entitled to the fringe benefits provided by the Company to its employees.

ARTICLE 2 
CONTRACTOR'S
AGREEMENTS

2.1           Regulatory
Compliance. The Contractor agrees to comply with all applicable securities
legislation and regulatory policies in relation to providing the Services,
including but not limited to United States securities laws (in particular,
Regulation FD) and the policies of the United States Securities and Exchange
Commission. 

2.2          
Prohibition Against Insider Trading. The Contractor hereby acknowledges
that the Contractor is aware, and further agrees that the Contractor will advise
those of its directors, officers, employees and agents who may have access to
Confidential Information, that United States securities laws prohibit any person
who has material, non-public information about a company from purchasing or
selling securities of such a company or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities. 

ARTICLE 3 
COMPANY'S AGREEMENTS

3.1           Compensation
Shares. The compensation for agreeing to enter into this agreement and
provide the Services shall be payable in 1,000,000 restricted shares of the
Company's common stock (the “Compensation Shares”).

3.2           Voting
of Compensation Shares. The Contractor covenants and agrees that, with
respect to the Compensation Shares that it receives, it shall, at all times that
it is the beneficial owner of such shares, vote such shares on all matters
coming before it as a stockholder of the Company in the same manner as the
majority of the board of directors of the Company shall recommend.

3.3           Information.
Subject to the terms of this Agreement, including without limitation Article 5
hereof, and provided that the Contractor agrees that it will not disclose any
material non-public information to any person or entity, the Company shall make
available to the Contractor such information and data and shall permit the
Contractor to have access to such documents as are reasonably necessary to 




3

enable it to perform the Services under this Agreement. The
Company also agrees that it will act reasonably and promptly in reviewing
materials submitted to it from time to time by the Contractor and inform the
Contractor of any material inaccuracies or omissions in such materials.

ARTICLE 4
DURATION, TERMINATION AND DEFAULT

4.1          
Effective Date. This Agreement shall become effective as of the date
written above (the “Effective Date”), and shall continue for a period of one
year from the Effective Date (the “Term”) or until earlier terminated pursuant
to the terms of this Agreement.

4.2           Termination.
Without prejudicing any other rights that the Company may have hereunder or at
law or in equity, the Company may terminate this Agreement immediately upon
delivery of written notice to the Contractor if:

	 	(a) 	
      the Contractor breaches section 2.1 of this
    Agreement;

	 	 	 
	 	(b) 	
      the Contractor breaches any other material term of this
      Agreement and such breach is not cured to the reasonable satisfaction of
      the Company within thirty (30) days after written notice describing the
      breach in reasonable detail is delivered to the Contractor;

	 	 	 
	 	(c) 	
      the Company acting reasonably determines that the
      Contractor has acted, is acting or is likely to act in a manner
      detrimental to the Company or has violated or is likely to violate the
      confidentiality of any information as provided for in this
    Agreement;

	 	 	 
	 	(d) 	
      the Contractor is unable or unwilling to perform the
      Services under this Agreement, or

	 	 	 
	 	(e) 	
      the Contractor commits fraud, serious neglect or
      misconduct in the discharge of the Services.



4.3          
Duties Upon Termination. Upon termination of this Agreement for any
reason, the Contractor shall upon receipt of all sums due and owing, promptly
deliver the following in accordance with the directions of the Company:

	 	(a) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;
  and

	 	 	 
	 	(b) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to, all books of account,
      correspondence and contracts, provided that the Contractor shall be
      entitled thereafter to inspect, examine and copy all of the documents
      which it delivers in accordance with this provision at all reasonable
      times upon three (3) days’ notice to the Company.



4.4           Compensation
of Contractor on Termination. Upon termination of this Agreement, the
Contractor shall be entitled to receive as its full and sole compensation in
discharge of obligations of the Company to the Contractor under this Agreement
all sums due and payable under this Agreement to the date of termination and the
Contractor shall have no right to receive any further payments; provided,
however, that the Company shall have the right to offset against any payment
owing to the Contractor under this Agreement any damages, liabilities, costs or
expenses suffered by the Company by reason of the fraud, negligence or wilful
act of the Contractor, to the extent such right has not been waived by the
Company.




4

ARTICLE 5 
CONFIDENTIALITY AND NON-COMPETITION

5.1           Maintenance
of Confidential Information. The Contractor acknowledges that in the course
of its appointment hereunder the Contractor will, either directly or indirectly,
have access to and be entrusted with information (whether oral, written or by
inspection) relating to the Company or its respective affiliates, associates or
customers (the “Confidential Information”). For the purposes of this Agreement,
“Confidential Information” includes, without limitation, any and all
Developments (as defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and any
other thing or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the Confidential
Information constitutes a proprietary right, which the Company is entitled to
protect. Accordingly the Contractor covenants and agrees that during the Term
and thereafter until such time as all the Confidential Information becomes
publicly known and made generally available through no action or inaction of the
Contractor, the Contractor will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the Company in each
instance, disclose, use or otherwise disseminate the Confidential Information,
directly or indirectly, to any third party.

5.2           Exceptions.
The general prohibition contained in Section 5.1 against the unauthorized
disclosure, use or dissemination of the Confidential Information shall not apply
in respect of any Confidential Information that:

	 	(a) 	
      is available to the public generally in the form
      disclosed;

	 	 	 
	 	(b) 	
      becomes part of the public domain through no fault of the
      Contractor;

	 	 	 
	 	(c) 	
      is already in the lawful possession of the Contractor at
      the time of receipt of the Confidential Information; or

	 	 	 
	 	(d) 	
      is compelled by applicable law to be disclosed, provided
      that the Contractor gives the Company prompt written notice of such
      requirement prior to such disclosure and provides assistance in obtaining
      an order protecting the Confidential Information from public
      disclosure.



5.3           Developments.
Any information, data, work product or any other thing or documentation
whatsoever which the Contractor, either by itself or in conjunction with any
third party, conceives, makes, develops, acquires or acquires knowledge of
during the Contractor’s appointment with the Company or which the Contractor,
either by itself or in conjunction with any third party, shall conceive, make,
develop, acquire or acquire knowledge of (collectively the “Developments”)
during the Term or at any time thereafter during which the Contractor is engaged
by the Company that is related to the business of the Company shall
automatically form part of the Confidential Information and shall become and
remain the sole and exclusive property of the Company. Accordingly, the
Contractor does hereby irrevocably, exclusively and absolutely assign, transfer
and convey to the Company in perpetuity all worldwide right, title and interest
in and to any and all Developments and other rights of whatsoever nature and
kind in or arising from or pertaining to all such Developments created or
produced by the Contractor during the course of performing this Agreement,
including, without limitation, the right to effect any registration in the world
to protect the foregoing rights. The Company shall have the sole, absolute and
unlimited right throughout the world, therefore, to protect the Developments by
patent, copyright, industrial design, 




5

trademark or otherwise and to make, have made, use,
reconstruct, repair, modify, reproduce, publish, distribute and sell the
Developments, in whole or in part, or combine the Developments with any other
matter, or not use the Developments at all, as the Company sees fit.

5.4           Protection
of Developments. The Contractor does hereby agree that, both before and
after the termination of this Agreement, the Contractor shall perform such
further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 5.3 hereof. If the Company is for
any reason unable, after reasonable effort, to secure execution by the
Contractor on documents needed to effect any registration or to apply for or
prosecute any right or protection relating to the Developments, the Contractor
hereby designates and appoints the Company and its duly authorized officers and
agents as the Contractor’s agent and attorney to act for and in the Contractor’s
behalf and stead to execute and file any such document and do all other lawfully
permitted acts necessary or advisable in the opinion of the Company to effect
such registration or to apply for or prosecute such right or protection, with
the same legal force and effect as if executed by the Contractor.

5.5           Remedies.
The parties to this Agreement recognize that any violation or threatened
violation by the Contractor of any of the provisions contained in this Article 5
will result in immediate and irreparable damage to the Company and that the
Company could not adequately be compensated for such damage by monetary award
alone. Accordingly, the Contractor agrees that in the event of any such
violation or threatened violation, the Company shall, in addition to any other
remedies available to the Company at law or in equity, be entitled as a matter
of right to apply to such relief by way of restraining order, temporary or
permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper.

5.6          
Reasonable Restrictions. The Contractor agrees that all restrictions in
this Article 5 are reasonable and valid, and all defenses to the strict
enforcement thereof by the Company are hereby waived by the Contractor.

ARTICLE 6 
DEVOTION TO CONTRACT

6.1           Devotion
to Contract. During the term of this Agreement, the Contractor shall devote
sufficient time, attention, and ability to the business of the Company, and to
any associated company, as is reasonably necessary for the proper performance of
the Services pursuant to this Agreement. Nothing contained herein shall be
deemed to require the Contractor to devote its exclusive time, attention and
ability to the business of the Company. During the term of this Agreement, the
Contractor shall, and shall cause each of its agents assigned to performance of
the Services on behalf of the Contractor, to:

	 	(a) 	
      at all times perform the Services faithfully, diligently,
      to the best of its abilities and in the best interests of the
    Company;

	 	 	 
	 	(b) 	
      devote such of its time, labour and attention to the
      business of the Company as is necessary for the proper performance of the
      Services hereunder; and

	 	 	 
	 	(c) 	
      refrain from acting in any manner contrary to the best
      interests of the Company or contrary to the duties of the Contractor as
      contemplated herein.







6

6.2           Other
Activities. The Contractor shall not be precluded from acting in a function
similar to that contemplated under this Agreement for any other person, firm or
company.

ARTICLE 7
PRIVATE PLACEMENT OF COMPENSATION
SHARES

7.1          
Documents Required from Contractor. The Contractor shall complete, sign
and return to the Company as soon as possible, on request by the Company, such
additional documents, notices and undertakings as may be required by regulatory
authorities and applicable law.

7.2           Acknowledgements
of Contractor The Contractor acknowledges and agrees that:

	 	(a) 	
      the Contractor agrees and acknowledges that none of the
      Compensation Shares have been registered under the Securities Act of 1933
      or under any state securities or "blue sky" laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons (as that
      term is defined in Regulation S under the Securities Act of 1933), except
      in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the Securities Act of 1933, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act of 1933 and in each case
      only in accordance with applicable state securities laws.

	 	 	 
	 	(b) 	
      the Contractor has not acquired the Compensation Shares
      as a result of, and will not itself engage in, any “directed selling
      efforts” (as defined in Regulation S under the 1933 Act) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Compensation Shares; provided,
      however, that the Contractor may sell or otherwise dispose of any of the
      Compensation Shares pursuant to registration thereof under the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(c) 	
      the Compensation Shares will be subject in the United
      States to a hold period from the date of issuance of the Compensation
      Shares unless such Compensation Shares are registered with the Securities
      and Exchange Commission (“SEC”);

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and purchase the
      Compensation Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company other than those made by the Company in the
      information the Company has filed with the SEC;

	 	 	 
	 	(e) 	
      it will indemnify and hold harmless the Company and,
      where applicable, its directors, officers, employees, agents, advisors and
      shareholders from and against any and all loss, liability, claim, damage
      and expense whatsoever (including, but not limited to, any and all fees,
      costs and expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any claim, lawsuit, administrative
      proceeding or investigation whether commenced or threatened) arising out
      of or based upon any representation or warranty of the Contractor
      contained herein or in any document furnished by the Contractor to the
      Company in connection herewith being untrue in any material respect or any
      breach or failure by the Contractor to comply with any covenant or
      agreement made by the Contractor to the Company in connection
      therewith;







7

	 	(f) 	
      the issuance and sale of the Compensation Shares to the
      Contractor will not be completed if it would be unlawful;

	 	 	 	 
	 	(g) 	
      the Compensation Shares are not listed on any stock
      exchange or subject to quotation and no representation has been made to
      the Contractor that the Compensation Shares will become listed on any
      other stock exchange or subject to quotation on any other quotation system
      except that market makers are currently making markets in the Company’s
      common stock on the OTC Bulletin Board;

	 	 	 	 
	 	(h) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Compensation Shares;

	 	 	 	 
	 	(i) 	
      there is no government or other insurance covering the
      Compensation Shares;

	 	 	 	 
	 	(j) 	
      there are risks associated with an investment in the
      Compensation Shares, including the risk that the Contractor could lose all
      of its investment;

	 	 	 	 
	 	(k) 	
      the Contractor and the Contractor’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Compensation Shares
      hereunder, and to obtain additional information, to the extent possessed
      or obtainable without unreasonable effort or expense, necessary to verify
      the accuracy of the information about the Company;

	 	 	 	 
	 	(l) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Contractor during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Compensation Shares hereunder have
      been made available for inspection by the Contractor, the Contractor’s
      lawyer and/or advisor(s);

	 	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Compensation Shares not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;

	 	 	 	 
	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Compensation Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 	 
	 	(o) 	
      the Contractor has been advised to consult the
      Contractor’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Compensation Shares and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Contractor is resident in connection with the distribution of the
      Compensation Shares hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale
restrictions.







8

7.3           Representations,
Warranties and Covenants of the Contractor. The Contractor hereby represents
and warrants to and covenants with the Company (which representations,
warranties and covenants shall survive the end of the expiry of the Term or
early termination of this Agreement) that:

	 	(a) 	
      the Contractor is not a U.S. Person and is a resident in
      Canada;

	 	 	 
	 	(b) 	
      the Contractor is not acquiring the Compensation Shares
      for the account or benefit of, directly or indirectly, any U.S.
    Person;

	 	 	 
	 	(c) 	
      the sale of the Compensation Shares to the Contractor as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Contractor;

	 	 	 
	 	(d) 	
      the Contractor is acquiring the Compensation Shares for
      investment only and not with a view to resale or distribution and, in
      particular, it has no intention to distribute either directly or
      indirectly any of the Compensation Shares in the United States or to U.S.
      Persons;

	 	 	 
	 	(e) 	
      the Contractor is outside the United States when
      receiving and executing this Agreement and is acquiring the Compensation
      Shares as principal for the Contractor’s own account, for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in such Compensation
  Shares;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated hereby have been duly authorized by all necessary corporate
      action on the part of the Contractor;

	 	 	 
	 	(g) 	
      the entering into of this Agreement and the transactions
      contemplated thereby will not result in the violation of any of the terms
      and provisions of any law applicable to the Contractor, or of any
      agreement, written or oral, to which the Contractor may be a party or by
      which the Contractor is or may be bound;

	 	 	 
	 	(h) 	
      the Contractor has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Contractor enforceable against the Contractor in accordance with its
      terms;

	 	 	 
	 	(i) 	
      the Contractor has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the prospective investment in the Compensation Shares
      and the Company;

	 	 	 
	 	(j) 	
      the Contractor is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Contractor participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Compensation Shares;

	 	 	 
	 	(k) 	
      the Contractor is not aware of any advertisement of
      pertaining to the Company or any of the Compensation Shares; and

	 	 	 
	 	(l) 	
      no person has made to the Contractor any written or oral
      representations:

	 	 	 
	 		
      (i)           that
      any person will resell or repurchase any of the Compensation
  Shares;







9

	 	(ii) 	
      that any person will refund the purchase price of any of
      the Compensation Shares;

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the
      Compensation Shares; or

	 	 	 
	 	(iv) 	
      that any of the Compensation Shares will be listed and
      posted for trading on any stock exchange or automated dealer quotation
      system or that application has been made to list and post any of the
      Compensation Shares of the Company on any stock exchange or automated
      dealer quotation system, except that currently certain market makers make
      market in the common shares of the Company on the OTC Bulletin
    Board.



7.4          
Legending of Compensation Shares. The Contractor hereby acknowledges that
upon the issuance thereof, and until such time as the same is no longer required
under the applicable securities laws and regulations, the certificates
representing any of the Compensation Shares will bear a legend in substantially
the following form:


	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON
      (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
    

	
       

	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
      BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
      SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
      HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
      IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
      STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER
      THE 1933 ACT. 




7.5           The
Contractor hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

ARTICLE
8 
MISCELLANEOUS

8.1           Notices.
All notices required or allowed to be given under this Agreement shall be made
either personally by delivery to or by facsimile transmission to the address as
hereinafter set forth or to such other address as may be designated from time to
time by such party in writing:

	 	(a) 	
      in the case of the Company,
to:







10

	 	  	          Chancery
      Resources Inc. 
	 		          4400
      Westgrove Drive  
	 	  	          Suite
      104 
	 	 	          Dallas,
      Texas 75001  
	 	  	  
	 	  	          Attention:
      Principal Executive Officer 
	 	  	  
	 	(b) 	and in the case of the Contractor to: 
	 	  	  
	 	  	          Rafael
      Pinedo 
	 	  	          890
      West Pender Street, sixth floor, 
	 	  	          Vancouver,
      British Columbia V6C 1J9 
	 	  	  
	 	  	          Fax
      No. <> 


8.2          
Independent Legal Advice. The Company acknowledges that:

	 	(a) 	
      this Agreement was prepared by the W.L. Macdonald Law
      Corporation for the Contractor;

	 	 	 
	 	(b) 	
      W.L. Macdonald Law Corporation received instructions from
      the Contractor and does not represent the Company in regards to this
      Agreement;

	 	 	 
	 	(c) 	
      the Company has been requested to obtain its own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(d) 	
      the Company has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, the Company confirms that he
      fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Company waives its right to obtain
      independent legal advice.



8.3           Change
of Address. Any party may, from time to time, change its address for service
hereunder by written notice to the other party in the manner aforesaid.

8.4           Entire
Agreement. As of from the date hereof, any and all previous agreements,
written or oral between the parties hereto or on their behalf relating to the
appointment of the Contractor by the Company are null and void. The parties
hereto agree that they have expressed herein their entire understanding and
agreement concerning the subject matter of this Agreement and it is expressly
agreed that no implied covenant, condition, term or reservation or prior
representation or warranty shall be read into this Agreement relating to or
concerning the subject matter hereof or any matter or operation provided for
herein.

8.5          
Further Assurances. Each party hereto will promptly and duly execute and
deliver to the other party such further documents and assurances and take such
further action as such other party may from time to time reasonably request in
order to more effectively carry out the intent and purpose of this Agreement and
to establish and protect the rights and remedies created or intended to be
created hereby.




11

8.6           Waiver.
No provision hereof shall be deemed waived and no breach excused, unless such
waiver or consent excusing the breach is made in writing and signed by the party
to be charged with such waiver or consent. A waiver by a party of any provision
of this Agreement shall not be construed as a waiver of a further breach of the
same provision.

8.7          
Amendments in Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.

8.8           Assignment.
Except as herein expressly provided, the respective rights and obligations of
the Contractor and the Company under this Agreement shall not be assignable by
either party without the written consent of the other party and shall, subject
to the foregoing, enure to the benefit of and be binding upon the Contractor and
the Company and their permitted successors or assigns. Nothing herein expressed
or implied is intended to confer on any person other than the parties hereto any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

8.9           Severability.
In the event that any provision contained in this Agreement shall be declared
invalid, illegal or unenforceable by a court or other lawful authority of
competent jurisdiction, such provision shall be deemed not to affect or impair
the validity or enforceability of any other provision of this Agreement, which
shall continue to have full force and effect.

8.10        
Headings. The headings in this Agreement are inserted for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.

8.11         Number
and Gender. Wherever the singular or masculine or neuter is used in this
Agreement, the same shall be construed as meaning the plural or feminine or a
body politic or corporate and vice versa where the context so requires.

8.12         Time.
Time shall be of the essence of this Agreement. In the event that any day on or
before which any action is required to be taken hereunder is not a business day,
then such action shall be required to be taken at or before the requisite time
on the next succeeding day that is a business day. For the purposes of this
Agreement, “business day” means a day which is not Saturday or Sunday or a
statutory holiday in Reno, Nevada, U.S.A.

8.13         Enurement.
This Agreement is intended to bind and enure to the benefit of the Company, its
successors and assigns, and the Contractor and the personal legal
representatives of the Contractor.

8.14        
Counterparts. This Agreement may be executed in several counterparts,
each of which will be deemed to be an original and all of which will together
constitute one and the same instrument.

8.15         Currency.
Unless otherwise provided, all dollar amounts referred to in this Agreement are
in lawful money of the United States of America.

8.16        
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the effective date of this Agreement.

8.17         Proper
Law. This Agreement will be governed by and construed in accordance with the
law of British Columbia. The parties hereby attorn to the jurisdiction of the
Courts in the Province of British Columbia.




12

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

Chancery Resources Inc.

	Per: 	/s/ signed	 
	 	Authorized Signatory 	 


 


 

	/s/ Rafael Pinedo	 
	Rafael Pinedo