Unassociated Document


    EXHIBIT
10.22

    


    


    DIRECTOR’S
SETTLEMENT AGREEMENT

    


    DIRECTOR’S
SETTLEMENT AGREEMENT, dated as of the 9th day of December, 2008 (“Agreement”),
by and between Chancellor Group, Inc., a Nevada corporation, with offices at 216
South Price Road, Pampa, TX 79065 (“Chancellor ”), and   Peter
Harris, of 162/299 Queen St., Melbourne, Victoria 3000 Australia ("Peter
Harris”), Chancellor  and Peter Harris are sometimes referred to
herein as the “Parties”, or individually as a “Party”.

    WHEREAS,
Peter Harris has agreed to resign a director of Chancellor; and

    WHEREAS,
Peter Harris is due  170,000 shares of Chancellor’s  Common
Stock, par value USD$.001 per share (“Common Stock”) for services previously
rendered as a director of Chancellor; and

    WHEREAS,
the Parties wish to provide for settlement of the obligations of each respective
Party to the other Party pursuant to the terms of this Agreement;
and

    WHEREAS,
each of the Parties could attempt to assert claims against the other party;
and

    WHEREAS,
the Parties desire to resolve all potential disputes with this Settlement
Agreement.

    NOW,
THEREFORE, in consideration of the agreements and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is agreed by and between the parties as
follows:

    


    
      	
               
      

            	
              1.

            	
              Settlement of
      Obligation between the Parties.  The Parties shall make
      full settlement of obligations due Peter Harris for his services as a
      Director:

            


    

    
      	
               
      

            	
              A.

            	
              Effective
      Date. The official date and time of termination of Peter Harris’s term as
      a director of Chancellor shall be 5:15 p.m. (Australian Eastern Standard
      Time), December 5, 2008.

            


    

    
      	
               
      

            	
              B.

            	
              Payment.  Chancellor  shall
      pay Peter Harris upon the signing hereof the sum of $10,000 in full
      settlement of Chancellor ’s obligations to Peter Harris for unreimbursed
      expenses with regard to Peter Harris’s service as a director or
      otherwise.   Chancellor  shall not be required to
      pay Peter Harris any further fees or expense reimbursements, except as
      provided in C immediately below.

            


    

    
      	
               
      

            	
              C.

            	
              Issuance
      of Common Stock. Chancellor shall issue to Peter Harris upon the signing
      hereof 170,000 shares of Common Stock in full settlement of Chancellor’s
      obligation to Peter Harris to issue shares of Chancellor Common Stock to
      Peter Harris for director’s fees.

            


    

    


    
      	
               
      

            	
              2.

            	
              Release by Peter
      Harris.  In consideration for settlement of the
      termination of Peter Harris’s employment as provided hereinabove and the
      agreements of Chancellor  made as provided herein, Peter Harris,
      as releasor, remises, releases and forever discharges Chancellor, its
      respective subsidiaries, officers, directors, agents, representatives,
      successors and assigns, jointly and severally, from any and all debts,
      demands, actions, causes of action, suits, damages, claims and liabilities
      based on matters relating to Peter Harris’s service as a director of
      Chancellor or any other matter of whatever kind or nature, known or
      unknown, suspected or unsuspected, accrued or unaccrued, whether in law,
      equity or otherwise, and whether under contract, warranty, tort or
      otherwise, which Peter Harris ever had, now has or may have, claim or
      assert from the beginning of the world to the date of this Settlement
      Agreement, excepting for the obligations of Chancellor  under
      this Settlement Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Release by Chancellor
      .  In consideration of the agreements of Peter Harris
      made as provided herein, Chancellor , as releasor, remises, releases and
      forever discharges Peter Harris, his respective, agents, representatives,
      heirs, successors and assigns, jointly and severally, from any and all
      debts, demands, actions, causes of action, suits, damages, claims and
      liabilities based on matters relating to Peter Harris’s service as a
      director of Chancellor or any other matter of whatever kind or nature,
      known or unknown, suspected or unsuspected, accrued or unaccrued, whether
      in law, equity or otherwise, and whether under contract, warranty, tort or
      otherwise, which Chancellor  ever had, now has or may have,
      claim or assert from the beginning of the world to the date of this
      Settlement Agreement, excepting for the obligations of Peter Harris under
      this Settlement Agreement.

            


    

    
      
        	 	 	 
	
                 
      

              	
                4.

              	
                Confidential
      Treatment.  Except as required by law or applicable
      regulation, all business, customer, technology and financial information
      concerning Chancellor  (“Confidential Business Information”)
      shall be maintained in confidence by Peter Harris and shall not be
      disclosed to any third party, except for Confidential Business Information
      that is publicly available through Chancellor ’s filings under the
      Securities Exchange Act of 1934, as amended, or otherwise made public by
      Chancellor  or its licensor.  This Settlement
      Agreement, and the terms hereof, shall be maintained in confidence by the
      parties and shall not be disclosed to any third party.  Neither
      Chancellor  nor Peter Harris shall discuss this Settlement
      Agreement nor any of the transactions leading up to this Settlement
      Agreement with any other person, other than their respective
      counsel.

              


      

    

    


    
      
        	
                 
      

              	
                

                  5.

                

              	
                Agreement Represents
      Compromise.  This Settlement Agreement represents a
      compromise of disputed claims and is not to be deemed or construed to be
      an admission of liability or of the truth of any fact on the part of any
      party.  By this Settlement Agreement, the parties intend merely
      to avoid the potential for protracted dispute.

              
	 	 	 
	 	

                

                  6.

                

              	

                Governing Law and
      Venue. This
      Settlement Agreement shall be construed under the laws of the State of
      Texas pertaining to contracts made and to be performed in Texas, without
      giving effect to its choice of law provisions. The Parties hereto hereby
      consent to venue in any state or federal court within the State of Texas
      having jurisdiction over Gray County for all purposes in connection with
      this Agreement.

              


      

    

    
      
      

    

    
      
        	 	 	 
	
                 
      

              	
                7.

              	
                Entire
      Agreement.  This Settlement Agreement embodies the entire
      agreement of the parties on the subject matter hereof and supersedes and
      replaces all prior agreements between the parties regarding these matters.
      It may not be changed or modified orally, but only by a writing signed by
      each of the parties to be bound by such changes or
      modification.

              


      

       

      
        
           

        

        
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                  8.

                

              	
                Counterparts.  This
      Settlement Agreement may be executed in one or more counterparts, each of
      which shall be deemed to be an original, but all of which taken together
      shall constitute one and the same instrument.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                9.

              	
                Attorney’s
      Fees.  In any litigation arising out of this Agreement,
      the prevailing party shall be entitled to reimbursement of reasonable
      attorney’s and costs associated with such litigation through all levels of
      appeals.

              


      

    

    


    IN
WITNESS WHEREOF, the parties have set their hands and seals to this Director’s
Settlement Agreement which is effective as of the day and year first above
written.

     

     

     

    
      
        
          
            	 	CHANCELLOR  GROUP,
      INC.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Thomas
      H. Grantham 12/11/08	 
	 	 	Title:
      President	 
	 	 	 	 
	 	 	/s/
      Peter Harris	 
	 	 	Peter
      Harris	 


          

        

      

    

     

    
      
        
        

      

      
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