Filed by Automated Filing Services Inc. (604) 609-0244 - Lexington Energy Services Inc. - Exhibit 10.4






Management Agreement

THIS MANAGEMENT AGREEMENT (the "Agreement") effective as of
the 17th day of November, 2005.

BETWEEN

LEXINGTON ENERGY, INC.
Suite
1209, 207 West Hastings Street
Vancouver British Columbia Canada V6B 1H7

(the "Company") 

AND

DOUGLAS BLACKMAN 
c/o 627 —
666 Burrard Street
Vancouver British Columbia Canada V6C 2X8

(the “Executive”)

WHEREAS:

	A. 	
      The Company is engaged in the development of oil and gas
      properties; and

	 	 
	B. 	
      The Company and the Executive have agreed to enter into a
      consulting agreement for their mutual benefit.



THIS AGREEMENT WITNESSES that the parties have agreed
that the terms and conditions of the relationship shall be as follows:

	1 	
      Duties

	 	 
	1.1 	
      The Company appoints the Executive to undertake the
      duties and exercise the powers as Vice-President of Business
      Development of the Company, as may be requested of the Executive
      by the Company, and in the other offices to which the Executive may be
      appointed by the subsidiary companies of the Company, and the Executive
      accepts the office, on the terms and conditions set forth in this
      Agreement.

	 	 
	2 	
      Term

	 	 
	2.1 	
      The Executive’s appointment shall commence with effect
      from November 17, 2005 and shall continue until terminated in accordance
      with the provisions of clause 7 of this Agreement.

	 	 
	3 	
      Compensation

	 	 
	3.1 	
      The fixed remuneration of the Executive for his or her
      services shall be at the rate of CDN$50 per hour to be invoiced monthly,
      commencing November 17, 2005.

	 	 
	4 	
      Authority

	 	 
	4.1 	
      The Executive shall conform to all lawful instructions
      and directions given to the Executive by the Chief Executive Officer and
      the Board of Directors of the Company, and obey and carry out the Bylaws
      of the Company.

	 	 
	5 	
      Non-solicitation

	 	 
	5.1 	
      The Executive agrees with and for the benefit of the
      Company that for a period of 12 months from the date of termination of
      this Agreement, the Executive will not, for any reason, directly or
      indirectly, either as an individual, or as a partner or joint venturer, or
      as an employee, salesperson, principal, consultant, agent, shareholder,
      officer or director, of any entity, solicit or accept business with
      respect to products competitive with those of the Company from any of the
      Company’s customers, wherever situate.







— 2 —

	5.2 	
      The Executive also agrees that:

	 	 	 
		(a) 	
      during the term of this Agreement he or she will not hire
      or take away or cause to be hired or taken away any employee of the
      Company; and

	 	 	 
		(b) 	
      for a period of 12 months following the termination of
      this agreement, the Executive will not hire or take away or cause to be
      hired or taken away any employee who was in the employ of the Company
      during the 12 months preceding such termination.

	 	 	 
	6 	
      Confidential Information

	 	 	 
	6.1 	
      The Executive acknowledges that as the Vice-President of
      Mining Development and in any other position as the Executive may hold, he
      or she will acquire information about certain matters and things which are
      confidential to the Company, and which information is the exclusive
      property of the Company, including:

	 	 	 
		(a) 	
      names and locations of certain oil and gas properties
      presently owned by the Company, as well as prospective
  properties;

	 	 	 
		(b) 	
      trade secrets; and

	 	 	 
		(c) 	
      confidential information concerning the business
      operations or financing of the Company.

	 	 	 
	6.2 	
      The Executive acknowledges that the information referred
      to in clause 6.1 could be used to the detriment of the Company.
      Accordingly, the Executive undertakes not to disclose same to any third
      party either during the term of this Agreement (except as may be necessary
      in the proper provision of the Executive’s services under this Agreement),
      or after the termination of this Agreement, except with the written
      permission of an officer of the Company.

	 	 	 
	7 	
      Termination

	 	 	 
	7.1 	
      Either the Executive or the Consultant may terminate this
      Agreement at any time, provided that 14 days notice has been delivered by
      the party terminating the Agreement.

	 	 	 
	8 	
      Company’s Property

	 	 	 
	8.1 	
      The Executive acknowledges that all items of any and
      every nature or kind created or used by the Executive pursuant to this
      Agreement, or furnished by the Company to the Executive, and all
      equipment, automobiles, credit cards, books, records, reports, files,
      diskettes, manuals, literature, confidential information or other
      materials, shall remain and be considered the exclusive property of the
      Company at all times and shall be surrendered to the Company, in good
      condition, promptly at the request of the Company, or in the absence of a
      request, on the termination of this Agreement. The Executive hereby
      assigns any and all copyright to the Company on all literary or other
      artistic works for the benefit of the Company to which the Executive
      contributes pursuant to this Agreement, and the Executive waives any and
      all moral rights that may be associated with such works.

	 	 	 
	9 	
      Assignment of Rights

	 	 	 
	9.1 	
      The rights which accrue to the Company under this
      Agreement shall pass to its successors or assigns. The rights of the
      Executive under this Agreement are not assignable or transferable in any
      manner.

	 	 	 
	10 	
      Notices

	 	 	 
	10.1 	
      Any notice required or permitted to be given to the
      Executive shall be sufficiently given if delivered to the Executive
      personally or if mailed by registered mail to the Executive’s address last
      known to the Company, or if delivered to the Executive via
    facsimile.







— 3 —

	10.2 	
      Any notice required or permitted to be given to the
      Company shall be sufficiently given if mailed by registered mail to the
      Company’s head office at its address last known to the Executive, or if
      delivered to the Company via facsimile.

	 	 
	11 	
      Severability

	 	 
	11.1 	
      In the event that any provision or part of this Agreement
      shall be deemed void or invalid by a court of competent jurisdiction, the
      remaining provisions or parts shall be and remain in full force and
      effect.

	 	 
	12 	
      Entire Agreement

	 	 
	12.1 	
      This document constitutes the entire agreement between
      the parties with respect to the appointment of the Executive and the
      services to be performed by the Executive for the Company. Any and all
      previous agreements, written or oral, express or implied, between the
      parties or on their behalf, relating to the appointment of the Executive
      by the Company, are terminated and cancelled and each of the parties
      releases and forever discharges the other of and from all manner of
      actions, causes of action, claims and demands whatsoever, under or in
      respect of any agreement entered into previous to this
Agreement.

	 	 
	13 	
      Modification of Agreement

	 	 
	13.1 	
      Any modification to this Agreement must be in writing and
      signed by the parties or it shall have no effect and shall be
  void.

	 	 
	14 	
      Governing Law and Jurisdiction

	 	 
	14.1 	
      This Agreement shall be construed in accordance with the
      laws of the Province of British Columbia. Both parties agree to attorn to
      the jurisdiction of the British Columbia respecting this
  Agreement.

	 	 
	15 	
      Countersignatures

	 	 
	15.1 	
      This Agreement may be signed in counterparts, each of
      which so signed shall be deemed to be an original (and each signed copy
      sent by electronic facsimile transmission shall be deemed to be an
      original), and such counterparts together shall constitute one and the
      same instrument and notwithstanding the date of execution, shall be deemed
      to bear the date as set forth above.



IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, the day, month and year first written.

LEXINGTON ENERGY, INC. by its authorized signatory

/s/ Larry Kristof
Larry Kristof, President

/s/ Douglas Blackman 
Douglas Blackman