CONSULTING AGREEMENT

THIS  AGREEMENT  dated for  reference  January  12,  2001,  is between Wet Coast
Management Corp., a British Columbia company ("Wet Coast"),  of 6th  Floor, 1100
Melville  Street,  Vancouver,  B.C.  V6E 4A6,  and fax (604)  682-6509;  and San
Joaquin  Resources Inc., a Nevada company ("San  Joaquin"),  of 1305 - 1090 West
Georgia Street, Vancouver, British Columbia, V6E 3V7, and fax (604) 683-1585.

WHEREAS  San  Joaquin  is in the oil and gas  business  and  intends  to acquire
Pannonian Energy Inc., a Delaware  company in the oil and gas business  ("PEI"),
and Wet Coast has  agreed  to  provide  financing,  public  relations,  investor
relations  and  advertising  services to San Joaquin,  IN  CONSIDERATION  of the
following mutual promises, the parties agree that:

1.       Engagement.  San  Joaquin  engages  Wet Coast to provide  the  services
         described  in  paragraph of this  agreement  and Wet Coast  accepts the
         engagement.

2.       Term.  This  agreement is effective  for twelve months from February 1,
         2001 (the "Term").

3.       Services. Wet Coast, working with San Joaquin and PEI, will provide the
         following  services  (collectively  the "Services")  during the Term to
         broaden  San   Joaquin's   exposure  to  the   financial  and  business
         communities:

         a.       Public Relations Services. Wet Coast will design and implement
                  a public  relations  program  through the financial  media and
                  will introduce San Joaquin to potential business alliances.

         b.       Investor  Relations  Services.   Wet  Coast  will  design  and
                  implement an investor  relations program directed to financial
                  industry analysts,  financial  institutions,  brokerage firms,
                  individual brokers and the investing public.

         c.       Advertising  Services.  Wet Coast will develop a marketing and
                  branding strategy for San Joaquin that may involve electronic,
                  print or broadcast advertising in financial media.

4.       Approval of San Joaquin. Wet Coast will make no public announcements or
         issue oral or written  material  concerning  San  Joaquin  without  the
         express approval of San Joaquin.

5.       Provision  of Services.  Wet Coast will  provide the Services  upon the
         terms and conditions contained in this agreement. Wet Coast will assign
         three of its employees to provide the Services.  These individuals will
         be John Foulkes,  Michael Kowalewich and Leigh Jeffs (the "Employees").
         However,  Wet Coast may retain the services of  qualified  professional
         firms or persons to assist with or to provide the Services. San Joaquin
         acknowledges that Wet Coast maintains similar consulting  relationships
         with other public and private companies.

6.       Fee for the Services. San Joaquin will pay Wet Coast in advance for the
         Services  at the rate of $5,000 per month (the  "Fee") on the first day
         of each month during the Term of this agreement.

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CONSULTING AGREEMENT                                                         2/3

7.       Stock  Options for  Employees.  San Joaquin will  immediately  grant an
         aggregate  of  options  for 20,000  common  shares to Wet Coast for the
         Employees pursuant to the terms of San Joaquin's stock option plan. Wet
         Coast will  determine  the number of  options to be  allocated  to each
         individual  Employee.  The options will vest  immediately and expire at
         the end of twelve months from the day on which they are granted.

8.       Reimbursement of Expenses. San Joaquin will reimburse Wet Coast for any
         expenses  incurred  while  providing the  Services,  including its long
         distance  telephone,  fax,  postage and photocopying  expenses.  Normal
         overhead expenses of Wet Coast, such as secretarial,  incidental legal,
         etc.  are included  within the monthly fee payable by San Joaquin.  Wet
         Coast will submit its expense report for each month as soon as possible
         in the following  month. San Joaquin will pay the expense report within
         10 days of receiving it. Wet Coast must obtain San  Joaquin's  approval
         for any  expense  in  excess of a  monthly  total of $5000 of  expenses
         reimbursable under this Agreement.

9.       Covenants  of San  Joaquin.  If  requested by Wet Coast to enable it to
         provide the Services, San Joaquin will, at its own cost,

         a.       provide administrative, technical and managerial support,

         b.       ensure that  members of its  executive  and  management  teams
                  designated by Wet Coast are available to attend  meetings with
                  institutional    investors,    investment   bankers,   lending
                  institutions and high net worth individual investors, and with
                  members of Wet Coast or agents of Wet Coast,

         c.       provide any corporate information,  documentation and material
                  requested by Wet Coast, and

         d.       provide any material and sign any document that is required to
                  obtain daily DTC sheets for San Joaquin.

10.      San Joaquin's  Expenses.  San Joaquin will bear for its own account all
         of the costs of providing the information,  support and human resources
         described in paragraph 8.

11.      Direction.  Wet Coast  will  report to the  C.E.O.  or the C.O.O of San
         Joaquin, and reporting to either is deemed to be reporting to both.

12.      Termination.  Either party may terminate  this  agreement with 30 days'
         written notice. If San Joaquin  terminates this agreement,  it must pay
         any unpaid Fee and any expenses incurred to date of termination.

13.      Non-exclusive.  San  Joaquin  may  engage  any other  person to provide
         similar services as provided by Wet Coast during the Term, provided San
         Joaquin  first   provides   written   notice  to  Wet  Coast  to  avoid
         duplications  and  conflicts.   San  Joaquin   acknowledges   that  any
         information  gathered or contacts generated by Wet Coast as it provides
         the Services are the exclusive property of Wet Coast.

14.      Currency. "$" means United States dollars unless otherwise indicated.

15.      Independent Legal Advice. San Joaquin  acknowledges that this agreement
         was prepared for Wet Coast by Jeffs & Company Law  Corporation and that
         it  may  contain  terms  and  conditions  onerous  to it.  San  Joaquin
         expressly acknowledges that Wet Coast

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CONSULTING AGREEMENT                                                         3/3

         has given it  adequate  time to review this  agreement  and to seek and
         obtain  independent  legal advice,  and represents to Wet Coast that it
         has in  fact  sought  and  obtained  independent  legal  advice  and is
         satisfied with the terms and conditions of this agreement.

16.      Notices.  Any  notice  that  must be  given  or  delivered  under  this
         agreement  must be in writing and  delivered  by hand to the address or
         transmitted  by fax to the fax number given for the party on page 1 and
         is  deemed  to  have  been  received  when it is  delivered  by hand or
         transmitted  by fax unless the delivery or  transmission  is made after
         4:00 p.m. or on a non-business day where it is received,  in which case
         it is deemed to have been delivered or transmitted on the next business
         day.  Any  payments  of  money  must be  delivered  by hand or wired as
         instructed in writing by the receiving party. Any delivery other than a
         written  notice or money must be made by hand at the receiving  party's
         address.  Any notice  sent to San  Joaquin  during the  pendency of the
         Pannonian  Energy merger should also be sent to Robert Thorup,  Esq. at
         fax 801-532-7543.

17.      Governing  Law.  This  agreement  is  governed  by the laws of  British
         Columbia and must be litigated in the courts of British Columbia.

18.      Assignment.  Wet Coast may assign its  interest in this  agreement to a
         company formed for the purpose of providing the Services.

19.      Enurement.  This  agreement  enures  to the  benefit  of and  binds the
         parties and their respective successors and permitted assigns.

20.      Entire  Agreement.  This  agreement  constitutes  the entire  agreement
         between  the   parties  and   supersedes   all   previous   agreements,
         negotiations,  and discussions between the parties regarding consulting
         services.  This  agreement  may be amended or varied  only by a written
         agreement signed by all of the parties.

21.      Counterparts.   This  agreement  may  be  signed  in  counterparts  and
         delivered to the parties by fax, and the counterparts together, whether
         original or faxed, constitute one original document.

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CONSULTING AGREEMENT                                                         4/3

         THE PARTIES' SIGNATURES below are evidence of their agreement.

Wet Coast Management Corp.                San Joaquin Resources Inc.


_________________________________         ________________________________
Authorized signatory                      Authorized signatory


                                          Approved:

                                          This agreement has been reviewed
                                          and approved by Pannonian Energy, Inc.


                                          _____________________________________
                                          Authorized signatory