**Exhibit
      10.1**




**CONSULTING
      AGREEMENT**




**THIS
      AGREEMENT** made
      with effect from the 1st day of September, 2005 (the “Effective
      Date”)




**BETWEEN:**


**MGG
      Consulting**


10691
      Rosecroft Crescent


Richmond,
      BC V7A 2H9




(the
      “Consultant”)




**AND:**


**Triangle
      Petroleum Corporation**


Suite
      1110, 521- 3rd Avenue SW


Calgary,
      AB T2P 3T3




(the
      “Company”)




**RECITALS:**







A.  The
      Company has requested MGG Consulting's (the “Consultant”) assistance to perform
      the functions and work as defined in 2.1 for the Company; and




B.  The
      Company has agreed to pay the fees for work undertaken on behalf of the Company,
      on the terms and conditions contained herein.






**WITNESSES
      THAT** in
      consideration of the premises, and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the parties agree
      as
      follows:




**ARTICLE
      1**


**DEFINITIONS
      AND INTERPRETATION**




1.1 **Entire
      Agreement**




This
      Agreement supersedes all previous invitations, proposals, letters,
      correspondence, negotiations, promises, agreements, covenants, conditions,
      representations and warranties with respect to the subject matter of this
      Agreement. There is no representation, warranty, collateral term or condition
      affecting this Agreement for which any party can be held responsible in any
      way,
      other than as expressed in writing in this Agreement.




1.2 **Amendments**




No
      change
      or modification of this Agreement will be valid unless it is in writing and
      signed by each party to this Agreement.




1.3 **Invalidity
      of Particular Provision**




It
      is
      intended that all of the provisions of this Agreement will be fully binding
      and
      effective between the parties. In the event that any particular provision or
      provisions or a part of one or more is found to be void, voidable or
      unenforceable for any reason whatsoever, then the particular provision or
      provisions or part of the provision will be deemed severed from the remainder
      of
      this Agreement. The other provisions of this Agreement will not be affected
      by
      the severance and will remain in full force and effect.









1.4 **Governing
      Law**




This
      Agreement will be governed by and construed in accordance with the laws of
      the
      Province of Alberta and the laws of Canada applicable in such
      Province.




**ARTICLE
      2**


**SERVICES
      AND REMUNERATION**




2.1  **** **Services**




The
      Consultant agrees to use its reasonable efforts to:




(a)  Perform
      the functions of President; and,




(b)  Assist
      management and the Board of Directors of the Company as requested.




2.2 **Remuneration**




For
      providing the services set out in 2.1 above, the Company agrees to pay the
      Consultant the following:




(a)
      $10,000 (plus GST) per month payable monthly in arrears and commencing on the
      effective date of September 1, 2005. Remuneration to be paid in US Funds.




2.3 **Consultant
      Not Employee**




The
      parties agree that the Consultant is not an employee of the Company and, as
      such, save as required by law; there shall be no deductions for any statutory
      withholdings such as income tax, Canada Pension Plan, Unemployment Insurance
      or
      Worker’s Compensation.




2.4 **Statutory
      Withholdings**




The
      Consultant agrees to make and remit all statutory withholdings as may be
      required to be made by the Consultant in connection with the performance of
      its
      services for the Company.




**ARTICLE
      3**


**GENERAL
      OBLIGATIONS OF THE CONSULTANT**




3.1 **The
      Company’s Ownership of Rights**




The
      Consultant acknowledges and agrees as follows with respect to the ownership
      of
      rights by the Company and the limitation of the Consultant’s
      rights:




(a)
            The
                Consultant acquires no rights in any inventions or developments or
                work
                products, including, but not limited to, documents, written materials,
                programs, discs and tapes (the “Work Products”) resulting from, derived
                from or otherwise related to the performance of the Services by the
                Consultant or the Confidential Information. All such inventions,
                developments and Work Products are the property of the Company. The
                Consultant will promptly and duly execute and deliver to the Company
                such
                further documents and assurances and take such further action as
                the
                Company may from time to time request in order to more effectively
                carry
                out the intent and purpose of this section, and to establish and
                protect
                the rights, interests and remedies of the
                Company.




(b)
            The
                Consultant will not at any time apply for any copyright, trade mark,
                patent, or other intellectual property protection which would affect
                the
                ownership by the Company of any rights in the intellectual property
                associated with the Work Products or file any document with any government
                authority anywhere in the world or take any other action which could
                affect such ownership of any intellectual property associated with
                the
                Work Products or aid or abet anyone else in doing
                so.






2


**ARTICLE
      4**


**TERM**




4.1 This
          Agreement will take effect on the Effective Date and will continue in full
          force
          and effect for a period of two years with automatic one year renewals unless
          terminated by one of the parties in accordance with this
          Agreement.




4.2 Notwithstanding
          any other provision of this Agreement, the Consultant or the Company may,
          at any
          time, give 30 days advance written notice to the other of its intention
          to
          terminate this Agreement and on the expiration of such period this Agreement
          shall be terminated. Such notice may expire on any day of the month and
          any
          remuneration payable hereunder shall be proportioned to the date of such
          termination.




**ARTICLE
      5**


**UNAUTHORIZED
      DISCLOSURE**







5.1 
      The consultant acknowledges that:




(a)
            The
                Consultant will be provided with access to confidential and proprietary
                information and knowledge relating to the business of the Company
                and the
                affairs of industry partners and prospective industry partners of
                the
                Company; and




(b)
            The
                Consultant will be advanced and promoted by the Company to industry
                partners and prospective industry partners of the Company as a person
                of
                special competence in the fields comprising the business of the
                Company.




The
      information and knowledge referred to in paragraph (a) above collectively
      comprises an important and valuable asset of the Company and the parties hereto
      agree and acknowledge that any disclosure or unauthorized use of any such
      information or knowledge by the Consultant will cause damage to the Company.




The
      Consultant covenants and agrees that, save and except in the pursuit of the
      business and affairs of the Company:




(a)
            It
                will not, either during the term of this Agreement or within the
                period of
                one (1) year thereafter, directly or indirectly, use or disclose
                to any
                person, firm, or corporation, any information relating to the finances
                of
                the Company or finances of industry partners of the Company financial
                status, the identity of existing or prospective industry
                partnersof
                the Company or business methods of the Company, which the Consultant
                may
                have acquired in the course of, or as incidental to, its providing
                consulting services to the Company or the Company’s industry
                partners;




(b)
            It
                will not, either during the term of this Agreement or at any time
                thereafter, remove originals or copies of any reports, records, memoranda
                or data of any kind or description concerning the business and affairs
                of
                the Company, or any industry partners or prospective industry partner
                of
                the Company, even where such reports or memoranda have been furnished
                to
                or prepared by the Consultant during the term of this Agreement,
                nor shall
                the Consultant make copies or notes thereof, of any kind or description,
                for its own use or the use of others; and




(c)
            Upon
                the termination of this Agreement by either party for any reason
                whatsoever, the Consultant shall immediately turn over to the Company,
                all
                such documents and data referred to in paragraph (b) above, which
                may be
                in its possession.





3




**ARTICLE
      6**


**ASSIGNMENT
      AND SUBCONTRACTING**





6.1  The
      Consultant shall not assign this Agreement in whole or in part. The Consultant
      shall not subcontract all or any portion of the services to be performed under
      this Agreement without the prior written consent of the Company, which consent
      the Company may withhold in its absolute discretion.







**ARTICLE
      7**


**UNDERTAKINGS
      BINDING ON EMPLOYEES AND/OR SUBCONTRACTORS**





7.1  The
      Consultant shall ensure that any of its employees and/or permitted
      subcontractors performing the services agreed to by the Consultant under this
      Agreement are bound by this agreement.









**ARTICLE
      8**


**LIABILITIES
      AND INDEMNITIES OF THE** **CONSULTANT** **AND
      THE COMPANY**





8.1**** **Liability
      and Indemnity of the Consultant**





(a)
            The
                Consultant shall be liable to the Company for any loss or damage
                arising
                out of or attributable to negligence of the Consultant, its employees,
                subcontractors or agents.





(b)
            The
                Consultant shall indemnify and hold harmless the Company, its directors,
                officers, employees and agents from and against all claims, demands,
                losses, costs, damages, suits or proceedings whatsoever (collectively
                referred to as “Claims”) that arise out of or are attributable to
                negligence of the Consultant or its employees, subcontractors or
                agents,
                and the costs thereof, including, without limitation, all legal expenses
                on a solicitor and client basis, except where such Claims are caused
                by
                the negligence of the Company.





(c)
            The
                Consultant shall be liable for and shall indemnify and save harmless
                the
                Company and each of its representatives, directors, officers, employees
                and agents, with respect to any income taxes payable by the Consultant
                as
                a result of this Agreement, or for any contributions and penalties
                imposed
                on the Company by any governmental or other public authority having
                jurisdiction, for failure by the Consultant to comply with payment
                and
                contribution requirements pursuant to the Workers’ Compensation Act,
                Canada Pension Plan Act, Unemployment Insurance Act and Income Tax
                Act.





8.2 **Liability
      and Indemnity of the Company**





(a)
            The
                Company shall be liable to the Consultant and its employees for any
                loss
                or damage arising out of or attributable to negligence of the Company,
                or
                its employees.





(b)         
      The Company shall indemnify and hold harmless the Consultant and each of its
      directors, officers, and employees, from and against all Claims that arise
      out
      of or are attributable to negligence of the Company or its employees or agents,
      and the cost thereof, including, without limitation, all legal expenses on
      a
      solicitor and client basis, except where such Claims are caused by the
      negligence of the Consultant.





(c)         
      The Company shall be liable for and shall indemnify and save harmless the
      Consultant, its directors, officers, employees and sub-contractors, with respect
      to any income taxes payable by the Company or for any contributions and
      penalties imposed on the Consultant by any governmental or other public
      authority having jurisdiction, for failure by the Company to comply with payment
      and contribution requirements pursuant to the Workers’ Compensation Board Act,
      Canada Pension Plan Act, Unemployment Insurance Act and Income Tax Act.





4





**ARTICLE
      9**


**CONFIDENTIALITY
      AND COOPERATION**




9.1 **Confidentiality**




The
      Consultant shall keep in confidence and shall not disclose or make available
      to
      third parties or in any other way make use of any materials or information
      the
      Company provides to the Consultant pursuant to this Agreement, other than to
      the
      extent necessary to provide its services set out herein. Upon termination of
      this Agreement, the Consultant will return to the Company all materials that
      have been provided to the Consultant by the Company. This duty of
      confidentiality shall not extend to knowledge and information which is know
      to
      the Consultant or is known to the public at the date of this
      Agreement.




**ARTICLE
      10**


**GENERAL**




10.1 **Arbitration**




All
      disputes arising out of or in connection with this contract, or in respect
      of
      any defined legal relationship associated therewith or derived therefrom, shall
      be referred to and finally resolved by arbitration pursuant to the provisions
      of
      the Arbitration Act of Alberta.




10.2 **Notices**




Any
      notice, direction, request or other communication required or contemplated
      by
      any provision of this Agreement shall be given in writing and shall be given
      by
      delivering or faxing same to the Company or the Consultant, as the case may
      be,
      as follows:







To
      the
      Consultant at:


10691
      Rosecroft Crescent


Richmond,
      BC V7A 2H9


Attention:
      Mark G. Gustafson





To
      the
      Company at:


Triangle
      Petroleum Corporation


Suite
      1110, 521 - 3rd Avenue SW


Calgary,
      AB T2P 3T3


Attention:
      Ron Hietala, Director




Any
      such
      notice, direction, request or other communication shall be deemed to have been
      given or made on the date on which it was delivered or, in the case of fax,
      on
      the next business day after receipt of transmission. Either party may change
      its
      fax number or address for service from time to time by notice in accordance
      with
      the foregoing.




10.3 **Maintenance
      of Records**




The
      Consultant agrees to keep records and books of account with supporting vouchers,
      invoices and other documentation showing expenditures made by it in the
      performance of the services. The Consultant also agrees to maintain adequate
      and
      proper time records with respect to time expended in the performance of the
      services contemplated by this Agreement. The Company has the right to examine,
      at all reasonable times, the records and books of account of the Consultant
      to
      the extent necessary to verify amounts claimed by the Consultant pursuant to
      this Agreement.




5


10.4 **Laws**




This
      Agreement is governed by the laws of the Province of Alberta.




10.5 **Waiver**




No
      failure or delay on the part of any party in exercising any power or right
      under
      this Agreement will operate as a waiver of such power or right, nor will any
      single or partial exercise of any such right or power preclude any further
      or
      other exercise of such right or power under this Agreement. No modification
      or
      waiver of any provision of this Agreement and no consent to any departure by
      any
      party from any provision of this Agreement will be effective unless it is in
      writing. Any such waiver or consent will be effective only in the specific
      instance and for the specific purpose for which it was given. No notice to
      or
      demand on any party in any circumstances will entitle such party to any other
      or
      further notice or demand in similar or other circumstances.




10.6 **Enurement**




This
      Agreement shall enure to the benefit of and be binding on the parties and their
      respective heirs, executors, administrators, successors and
      assigns.




**IN
      WITNESS WHEREOF** the
      parties have executed this Agreement.





Per
                authorized signatory
              
              /s/
                MARK GUSTAFSON
              Mark
                Gustafson
              MGG
                Consulting





Per
                authorized signatory:
              
              /s/
                RON HIETALA
              Triangle
                Petroleum Corporation
              Ron
                Hietala, Director










6