Unassociated Document


    
      EXHIBIT
10.1

    

     

    MANAGEMENT AND GOVERNANCE
CONSULTANT AGREEMENT

    


    


    THIS AGREEMENT dated effective
March 15, 2009 is made:

    


    BETWEEN:

    


    American Petro-Hunter,
Inc.

    1694
Falmouth Road, Suite 123

    Centerville,  Massachusetts

    USA,
02632

    


    (hereinafter
referred to as the “Company")

    


    AND:

    


    Rob
McIntosh

    8655 East
Via de Ventura, Suite G200

    Scottsdale,
Arizona

    USA,
85258

    


    (hereinafter
referred to as “Consultant")

    


    


    
      	
              1. 

            	
              Consultation
      Services

            


    

    


    The
Company hereby engages the Consultant to perform the following services in
accordance with the terms and conditions set forth in this Agreement: The
Consultant will consult with the officers and employees of the Company
concerning matters relating to corporate management including day-to-day
operations, marketing and investor relation services.

    


    
      	
              2. 

            	
              Term of
      Agreement.

            


    

    


    This
Agreement will be for a one (1) year term commencing on March 15, 2009 and
continuing until March 14, 2010.  After completion of the one year
term the agreement will be continued on a month to month basis upon mutual
agreement by both parties hereto.

    


    
      	
              3. 

            	
              Termination

            


    

    


    Either
party may terminate this Agreement by giving the other party thirty (30) days
written notice delivered by registered mail or confirmed email or
facsimile.

    


    
      	
              4. 

            	
              Place Where Services
      Will Be Rendered

            


    

    


    The
Consultant will perform most services in accordance with this Agreement at 8655
East Via de Ventura, Suite G200, Scottsdale, Arizona, USA, 85258.  In
addition, the Consultant will perform services on the telephone and at such
other places as designated by the Company to perform these services in
accordance with this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              5. 

            	
              Payment to
      Consultant

            


    

    


    The
Consultant will receive a fee in the amount of Fifteen Thousand Dollars
($15,000) per month for work performed in accordance with this Agreement,
payable as follows:

    


    
      	
              (a)

            	
              Three
      Thousand, Five Hundred Dollars ($3,500) will be payable on the 15th
      day of each month for services
rendered;

            


    

    


    
      	
              (b)

            	
              Three
      Thousand, Five Hundred Dollars ($3,500) will be payable on the last day of
      each month for services rendered;

            


    

    


    
      	
              (c)

            	
              Five
      Thousand Dollars ($5,000) will accrue to the Company’s payables list on
      the last day of each month in which services are rendered and remain as
      due and owing to the Consultant until such time as the Company’s first
      well has been placed into commercial production.  Upon the first
      well being placed into commercial production, the Company will pay the
      Consultant all monies that have accrued in addition to a bonus in the
      amount of Fifty percent (50%) of the accrued amount.  In the
      event the Company fails to place a well into commercial production within
      a one (1) year period from the date hereof, any accrued amount will be
      forgiven by the Consultant and removed from the Company’s payables list;
      and

            


    

    


    
      	
              (d)

            	
              Three
      Thousand Dollars ($3,000) will be payable on the last day of each month to
      be applied against costs incurred in retaining office space in which the
      Consultant’s duties hereunder are to be performed.  In the event
      the Consultant fails to maintain office space, this portion of the fee
      will cease to be paid and the overall fee will be reduced to Twelve
      Thousand Dollars ($12,000) per
month.

            


    

    


    The above
amounts shall be inclusive of all disbursements such as printing, postage, long
distance telephone charges and other related costs as reasonably incurred by the
Consultant for the purpose of the provision of the Consultant’s services to the
Company; In the event that travel is required, the Consultant can submit
additional receipts regarding costs for such travel to the Company for
reimbursement.  The Consultant has the right to ask the Company for an
advance payment to pay for certain disbursements that will be incurred on behalf
of the Company.

    


    The
Consultant will be required to issue an invoice to the Company at the beginning
of each month this Agreement is in effect.

    


    
      	
              6. 

            	
              Independent
      Contractor

            


    

    


    Both the
Company and the Consultant agree that the Consultant will at all times act as an
independent contractor in the performance of its duties under this Contract.
Accordingly, the Consultant shall be solely responsible for payment of all taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this Agreement, including by way of illustration
but not limitation, Federal and State income tax, business tax, and any other
taxes or business license fees as may be required to be paid.

    


    
      	
              7. 

            	
              Confidential
      Information and
Non-Competition

            


    

    


    The
Consultant agrees that any information received by him during the performance of
his obligations pursuant to this Agreement or otherwise, regarding the business,
financial, technological or other any other affairs of the Company or its
personnel will be maintained by him as strictly confidential and will not be
revealed by the Consultant to any other persons, firms, organizations or other
entities whatsoever.   This covenant shall survive the
termination of this Agreement.

    


    The
Consultant agrees that during the term of this Agreement and thereafter, he will
not compete or attempt to compete with the business or technology of the Company
or in any other respects whatsoever.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    
      
        	
                8. 

              	
                Employment of
      Others

              


      

    

    


    The
Company may from time to time request that the Consultant arrange for the
services of others. All costs to the Consultant for those services will be paid
by the Company.

    


    
      	
              9. 

            	
              Signatures

            


    

    


    Both the
Company and the Consultant agree to the above Contract.

    


    
      	
              10. 

            	
              Entire
      Agreement

            


    

    


    This
agreement contains the entire agreement between the parties hereto with respect
to the Consultant’s engagement by the Company and supersedes any prior oral or
written agreements or understandings with respect hereto.

    


    
      	
              11.

            	
              Notices

            


    

    


    All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be delivered personally, sent be recognized overnight courier
or sent by registered or certified mail, return receipt requested, to the other
parties hereto at his or its address as set forth above, and shall be deemed
given when delivered, or if sent by registered or certified mail, five (5) days
after mailing. Any party may change the address to which notices, requests,
demands, and other communications hereunder shall be sent by sending written
notice of such change of address to the other parties in the manner above
provided.

    


    
      	
              12. 

            	
              Successors and
      Assigns

            


    

    


    Subject
only to the terms of Paragraph 8, this Agreement shall inure to the benefit of,
and be binding upon, the successors and assigns of the party
hereto.

    


    
      	
              13. 

            	
              Amendment

            


    

    


    No
amendment of any provision of the Agreement, or consent to any departure
therefrom, shall be effective unless in writing and executed by both parties
hereto.

    


    
      	
              14. 

            	
              Waiver

            


    

    


    The
waiver by the Company of any breach of any term or condition of the Agreement
shall not be deemed to constitute the waiver of any other breach of the same or
any other term or condition hereof.

    


    
      	
              15. 

            	
              Severability

            


    

    


    Each of
the terms and provisions of this Agreement is to be deemed severable in whole or
in part and, if any terms or provision or the application thereof in any
circumstances should be invalid, illegal or unenforceable, the remaining terms
and provisions or the application of such term or provision to circumstances
other than those as to which it is held invalid, illegal or unenforceable shall
not be affected thereby and shall remain in full force and effect.

    


    
      	
              16. 

            	
              Governing
      Law

            


    

    


    This
agreement and the enforcement thereof shall be governed and controlled in all
aspect by the laws of the State of Nevada.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    
      	
              17. 

            	
              Counterparts

            


    

    


    This
Agreement may be executed in one or more counterparts and all so executed shall
constitute one agreement binding on all the parties hereto, notwithstanding that
all the parties are not signatories to the original or the same
counterpart.

    


    IN WITNESS WHEREOF the parties
hereto have duly executed this Agreement as of the day and year first above
written notwithstanding its actual date of execution.

    


    


    AMERICAN
PETRO-HUNTER, INC.

    
 

    


    


    _________________________________________

    John Lennon,
President

    


    


    


    


    _________________________________________
Rob
McIntosh

     

    
      
        
        

      

      
        -4-