Filed by Automated Filing Services Inc. (604) 609-0244 - MegaWest Energy Corp.- Exhibit 10.36






CONSULTING AGREEMENT

     This Consulting Agreement
("Agreement") is effective as of December 20, 2006 between PowerOne Capital
Markets Limited, a Canadian company located at 130 King Street West, Suite 2810,
P.O. Box 47, Toronto, Ontario Canada M5X 1A9 (“PowerOne” or “Consultant”), and
Brockton Capital Corp., a BC corporation located at 604-750 West Pender
Vancouver BC V6C 2T7(“Brockton,” “Client” or the “Company”), in connection with
the rendering by PowerOne to BROCKTON of consulting services, as described
herein below, for and in consideration of the compensation described.

     WHEREAS, BROCKTON is a
publicly traded company on the OTCBB, and desires to retain PowerOne to perform
certain consulting services as described herein and PowerOne is willing to
render and provide such service to the Company.

     THEREFORE, in
consideration of the mutual agreements and covenants set forth in this
Agreement, and intending to be legally bound hereby, the parties agree as
follows: 

     1. Engagement of Consultant.
The Company hereby engages and retains Consultant to render to the Company
the consulting services (the “Consulting Services”) described in paragraph 2
hereof for the period commencing on the date this Agreement is executed by both
parties and ending four months thereafter (the "Consulting Period").

     2. Description of Consulting
Services. The Consulting Services rendered by Consultant hereunder shall
consist of consultations with management of the Company as such management may
from time to time require during the consulting period. Such consultation with
management shall be with respect to, business growth and development, including
mergers and acquisitions, and general business consultation. The Consulting
Services may include the Company's relationship with the financial community and
its securities holders, assisting in the sourcing of capital financing. 

     3. Extent of Consulting
Services. Client agrees that, during reasonable periods of time prior to and
during which Client is deemed to be in the process of raising capital and/or
offering securities, as defined under the Act, PowerOne will suspend its
consulting services to the extent such consulting services may affect the market
price of Client’s securities.

     4. Compensation For Consulting
Services. The Company shall pay to the Consultant and/or assigns as
instructed by Consultant for the Consulting Services rendered hereunder a cash
sum equal to 8% of shares or units that are participated in by either Powerone
or their contacts as well as 10% in units or share commission issued under the
same conditions as the participants of private placements.

     5. Compensation of
Out-of-Pocket Expenses. The Company shall be responsible for reimbursing
Consultant for reasonable, accountable, out-of-pocket expenses incurred in
performing the services provided in this Agreement. Such reimbursement would be
in addition to any compensation for services as provided herein above and would
be payable in cash, unless otherwise agreed among the parties, within 60 days
after receipt of an invoice from Consultant. Any expenses in excess of $250.00
in any calendar month for which Consultant would be entitled to receive
reimbursement would require advance written approval by the Company. The cost of
all travel including airline ticketing, hotel accommodations and other related
travel costs shall, at the election of Consultant, be prepaid by the Company.
The Company shall be responsible for the fees of accountants, outside legal
counsel, other advisors and other services requested by the Company when
pursuing a transaction.

1




     6. Nonexclusivity of
Consultants Undertakings. The Company expressly understands and agrees that
Consultant shall not be prevented or barred from rendering services of the same
nature as or a similar nature to those described in this Agreement, or of any
nature whatsoever, for or on behalf of any person, firm, corporation, or entity
other than the Company. Company understands and accepts that Consultant is
currently providing consulting services to other private and public companies
and will continue to do so during the term of this Agreement. Company also
understands and accepts that Consultant will seek new clients to provide its
consulting services to during the term of this Agreement.

     7. Termination of
Relationship. This Agreement shall, unless sooner terminated as provided
herein below, continue until for the duration of the Consulting Period as
defined in paragraph 1 herein above. Such term shall be renewed upon mutual
agreement of the parties. Either Consultant or the Company may terminate this
Agreement with or without cause upon sixty (60) days written notice to the
other.

     In the event of Termination, Consultant
  shall be entitled to accrued fees and expense reimbursements and options vested
  prior to the termination of this Agreement. Further, in the event of Termination,
  Consultant shall be entitled to the cash compensation for the month that the
  60th day of the notice of Termination falls. The Consultant Options
  that have vested through such 60th day are deemed earned by Consultant.

     8. Miscellaneous.

     A. Notices. Any notice or
other communication required or permitted by any provision of this Agreement
shall be in writing and shall be deemed to have been given or served for all
purposes if delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid, addressed to the parties at the addresses
first set forth above.

     B. Entire Agreement. This
Agreement constitutes the entire agreement between the parties relating to the
subject matter of this Agreement and supersedes all prior discussions between
the parties. There are no terms, obligations, covenants, express or implied
warranties, representations, statements or conditions other than those set forth
in this Agreement. No variations or modification of this Agreement or waiver of
any of its terms or provisions shall be valid unless in writing and signed by
both parties.

     C. Amendment. This
Agreement shall not be modified or amended except by written agreement of the
parties hereto.

     D. Governing Law. Each of
the provisions of this Agreement shall be governed by and construed and enforced
in accordance with the laws of the Province of British Columbia

     E. Counterpart. This
Agreement may be executed in any number of counterparts, all of which shall be
considered one and the same agreement.

     F. Delay; Partial
Exercise. No failure or delay by any party in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege.

     G. Severability. Should
any part of the Agreement for any reason be declared invalid or unenforceable,
such decision shall not affect the validity or enforceability of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid or unenforceable portion thereof
eliminated and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Agreement without
including therein any such part, parts or portion which may, for any reason, be
hereafter declared invalid or unenforceable. Should any material term of this
Agreement be in conflict any laws or regulations, the parties shall in good
faith attempt to negotiate a lawful modification of this Agreement which will
preserve, to the

2




greatest extent possible, the original expectation of the
parties.

     H. Arbitration. Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in Denver, Colorado in accordance with
the rules of the American Arbitration Association, and the judgment upon the
award rendered may be entered in any court having jurisdiction thereon.

     In witness whereof, the
undersigned parties hereto have executed this Agreement on the dates set forth
opposite their respective signatures.

	Dated: Dec 20, 2007	Brockton Capital Corp. 
	 	 
	  	By: /s/ signed
	 	 
	  	PowerOne Capital Markets Limited
    
	 	 
	Dated: Dec 31, 2007	By: /s/ Albert Contard
	  	Print Name & Title: Albert Contard
	 	Vice-President, Corporate Finance


3