SERVICE AGREEMENT

         THIS AGREEMENT dated for reference the 15th day of May, 2006

BETWEEN:          1112294 Alberta Ltd.
                           c/o Manny Dhinsa
                           1725 - 65th Street
                           Edmonton, Alberta
                           T6L 1N1
                           (the "Service Provider")


AND:                       Strata Oil & Gas Inc.
                           #408- 918 16th Ave NW
                           Calgary, Alberta
                           T2M O3K
                           (the "Company")

WHEREAS:

A.       The Company is a Canadian  corporation  in the  business of oil and gas
         exploration; and
B.       The  Company  desires  to  develop a oil and gas  property  exploration
         programs;  and
C.       The Company  desires to retain the services of the Service  Provider in
         the capacity pursuant to the terms hereof;  and
D.       The Service  Provider is an oil and gas services  business,  and
E.       The  Service  Provider  is owned and  controlled  by Manny  Dhinsa  who
         currently serves as the Company's Chairman,  President, Chief Executive
         Officer, Chief Financial Officer, Secretary, Treasurer, and Director.

THIS  AGREEMENT  WITNESSES  THAT in  consideration  of the  premises  and mutual
covenants herein contained,  and for other good and valuable consideration,  the
receipt and  sufficiency  of which is  acknowledged  by each party,  the parties
agree as follows:

1.                ENGAGEMENT  AND  DURATION:  The  Company  hereby  engages  the
                  Service  Provider  to  provide  the  services  referred  to in
                  Section 3 hereof for the  consideration  hereinafter set forth
                  and the Service Provider hereby accepts such engagement by the
                  Company,  all upon and subject to the terms and  conditions of
                  this Agreement.



2.                TERM:  The  Service  Provider's  engagement  shall  be  for an
                  indefinite  term and may only be  terminated  with one month's
                  written notice by either party. This agreement doe not provide
                  for severance or termination benefits of any kind.

3.                DUTIES: The Service Provider will utilize its expertise to:
(a)               Manage,  plan and oversee all aspects of the Company's oil and
                  gas exploration programs; and
(b)               Continue to serve as the Company's Chairman,  President, Chief
                  Executive  Officer,   Chief  Financial   Officer,   Secretary,
                  Treasurer, and Director.

4.                COMPENSATION:

4.1      Compensation: In consideration for the services of the Service Provider
         to be provided to the Company under this agreement, the Company will:
(a)               Pay the  Service  Provider a monthly  rate of  CDN$10,000  per
                  month plus  applicable  Goods and Services Taxes. In addition,
                  the Company shall reimburse the Service  Provider for expenses
                  incurred on behalf of the Company.

4.2      Payment Terms
(a)               The  monthly  payment and  expenses  are to be invoiced to the
                  Company by the Service Provider. The Company will promptly pay
                  the Service Provider for all reasonable  invoices submitted to
                  the Company.

   5.    CONFIDENTIALITY  AND  NON-DISCLOSURE:The  Service  Provider  agrees  on
         behalf of himself that any  information  provided to him by the Company
         of a  confidential  nature  will not be revealed  or  disclosed  to any
         person or entity,  except in the  performance  of this  Agreement or as
         directed by legal or regulatory authority.

   6.    WAIVER: No consent or waiver,  express or implied, by any party to this
         Agreement  of  any  breach  or  default  by  the  other  party  in  the
         performance  of its  obligations  under this Agreement or of any of the
         terms,  covenants or  conditions of this  Agreement  shall be deemed or
         construed  to be a consent or waiver of any  subsequent  or  continuing
         breach  or  default  in  such  party's  performance  or in  the  terms,
         covenants and conditions of this Agreement. The failure of any party to
         this  Agreement to assert any claim in a timely  fashion for any of its
         rights or remedies  under this  Agreement  shall not be  construed as a
         waiver  of any such  claim and  shall  not  serve to  modify,  alter or
         restrict  any such  party's  right  to  assert  such  claim at any time
         thereafter.

   7.    NOTICES: Any notice relating to this Agreement or required or permitted
         to be given in accordance  with this Agreement  shall be in writing and
         shall be personally delivered or delivered by courier to the address of
         the  parties  set out on the first page of this  Agreement.  Any notice
         shall be deemed to have been  received  when  delivered.  Each party to
         this  Agreement may change its address by giving written notice of such
         change in this manner provided for above.

8.       APPLICABLE  LAW: This  Agreement  shall be governed by and construed in
         accordance  with the laws of the  province  of Alberta  and the federal
         laws of  Canada  applicable  therein,  which  shall be deemed to be the
         proper law hereof. The parties hereto hereby submit to the jurisdiction
         of the courts of Alberta.

9.       SEVERABILITY:  If any  provision  of this  Agreement  for any reason by
         declared invalid, such declaration shall not effect the validity of any
         remaining  portion of the Agreement,  which remaining portion remain in
         full force and effect as if this  Agreement  had been executed with the
         invalid portion thereof eliminated and is hereby declared the intention
         of the parties that they would have executed the remaining  portions of
         this  Agreement  without  including  therein  any such  part,  parts or
         portion which may, for any reason, be hereafter declared invalid.

10.      ENTIRE  AGREEMENT:  This  Agreement,   hereto  constitutes  the  entire
         agreement  between the parties hereto and there are no  representations
         or warranties,  express or implied,  statutory or otherwise  other than
         set forth in this  Agreement  and there  are no  agreements  collateral
         hereto  other than as are  expressly  set forth or  referred to herein.
         This Agreement  cannot be amended or  supplemented  except by a written
         agreement  executed by both parties hereto.  This agreement  supersedes
         any and all previous  agreements  between the Service  Provider and the
         Company.

11.      INTERPRETATION:  Any reference to gender includes all genders,  and the
         singular  includes the plural and the body  corporate.  No provision of
         this Agreement  shall be construed  against any party by virtue of that
         party having drafted and prepared this Agreement; it being acknowledged
         and agreed that both parties participated in the negotiation,  drafting
         and  preparation  of this  Agreement.  All  headings  are  inserted for
         reference only.

12.      COUNTERPARTS:  This Agreement may be executed in counterparts  together
         shall constitute one and the same instrument.



IN WITNESS  WHEREOF the Parties have duly executed this Agreement as of the date
set out on the first page of this Agreement.



Per: 1112294 Alberta Ltd.

Authorized Signatory

/s/ Manny Dhinsa
---------------------------------------
Per: Manny Dhinsa


Strata Oil & Gas Inc.
On Behalf of the Board

Authorized Signatory

/s/ Scott Praill
---------------------------------------
Per:  Scott Praill