Filed by sedaredgar.com - EuroGas, Inc. - Exhibit 10.7






CONSULTING AGREEMENT 

THIS AGREEMENT is dated for reference August 1, 2008. 

BETWEEN: 

EUROGAS, INC., of

4087 Nike Drive 
Unit #4 
West Jordan, Utah 
84088; 

(the "Company") 

OF THE FIRST PART 

AND: 

GOETTE FINANCIAL CONSULTING LTD.
of 
7-1050 Millar Creek Road 
Whistler, British Columbia 
V0N
1B1 

(the "Contractor") 

OF THE SECOND PART 

WHEREAS the Company and the Contractor wish to enter
into a contract for services whereby the Contractor will provide services to the
Company. 

IN CONSIDERATION of the mutual agreements in this
Agreement and subject to the terms and conditions specified in this Agreement,
the parties agree as follows: 

1.                     
 ENGAGEMENT 

1.1                   
 Upon and subject to the terms and conditions hereinafter set out, the
Company hereby agrees to retain the services of the Contractor to provide
services to the Company (the "Services"), and the Contractor hereby agrees to
faithfully serve the Company and use its best efforts on the Company's behalf.


1.2                     The
Services shall include, but not be limited to: 

	 	(a) 	
      the provision of the following corporate development
      services to the Company:

	 	 	 	 
	 		(i) 	
      the refining of its corporate vision and business
      strategy;

	 	 	 	 
	 		(ii) 	
      the creation and fulfillment of its business
      objectives;

	 	 	 	 
	 		(iii) 	
      the creation, and subsequent periodic review, of a
      business plan;

	 	 	 	 
	 		(iv) 	
      the identifying, assessing and establishing of strategic
      partnerships;

	 	 	 	 
	 		(v) 	
      the designing of the Company's marketing and sales
      strategy;







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	 	(vi) 	
      the research of the competitive environment;

	 	 	 
	 	(vii) 	
      the setting of appropriate milestones for the
    Company;

	 	 	 
	 	(viii) 	
      the development and monitoring of the Company's
      management team, and if required, evaluating and recommending additions to
      the management team; and

	 	 	 
	 	(ix) 	
      the recruiting of potential
employees;




	 	(b) 	
      the provision of the following corporate finance services
      to the Company:

	 	 	 	 
	 		(i) 	
      the assessing and advising of management regarding the
      Company's capital requirements, and designing funding strategies, and
      identifying appropriate financing vehicles; and;

	 	 	 	 
	 		(ii) 	
      the deploying of its resources and network to obtain
      capital for the Company.



1.3                     The
Contractor shall carry out the policies and programs as established by the Board
of Directors of the Company (the "Board"). 

1.4                     In
carrying out its obligations hereunder, the Contractor will: 

	 	(a) 	
      act honestly, in good faith and in the best interests of
      the Company;

	 	 	 
	 	(b) 	
      exercise the care and diligence of a prudent person;
      and

	 	 	 
	 	(c) 	
      use its best efforts to well and faithfully serve the
      interests of the Company.



2.                     
 TERM OF ENGAGEMENT 

2.1                    
The initial term of this Agreement will commence on August 1, 2008 and will
continue until December 31, 2012 (the "Term"); and thereafter this Agreement
will be automatically renewed for successive 12 month periods (the "Subsequent
Terms"), unless earlier terminated in accordance with the provisions of this
Agreement.

3.                      
RELATIONSHIP 

3.1                    
The Contractor will at all times be an independent contractor and not the
employee, servant or agent of the Company. No partnership, joint venture or
agency will be created or will be deemed to be created by this Agreement or by
any action of the parties under this Agreement. The Contractor will not
represent itself to have any such relationship with the Company. The Contractor
will have no authority to and will not execute any contracts or purchase orders
or otherwise commit the Company to any contractual obligations. The Contractor
will be an independent contractor with control over the manner and means of its
performance. Neither the Contractor nor its employees or agents will be entitled
to rights or privileges applicable to employees of the Company including, but
not limited to, liability insurance, group insurance, pension plans, holiday
paid vacation and other benefit plans which may be available from time to time
between the Company and its employees.

3.2                     The
Contractor will be responsible for the management of its employees and, without
limiting the generality of the foregoing, will be responsible for payment to the
proper authorities of all unemployment insurance premiums and all other
employment expenses for all of the Contractor’s employees and for deduction and
remittance of all income tax due from itself and its employees. 




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3.3                    
If at any time any competent authority determines that the Contractor or any
employee of the Contractor is an employee of the Company, then the Company will
immediately commence to make all statutorily required withholding and
remittances in respect of payments to the Contractor. The Contractor will
indemnify and save harmless the Company and its directors, officers, employees
and agents (collectively the “Indemnified Persons”) and each of them from and
against all actions, proceedings, demands, claims, liabilities, losses, damages,
judgments, costs and expenses including, without limiting the generality of the
foregoing, legal fees and disbursements on a solicitor and his own client basis
(together with all applicable taxes) which the Indemnified Persons or any of
them or their personal representatives may be liable to pay or may incur by
reason of any claim by any competent authority that the Contractor or any
employee of the Contractor is an employee of the Company or whatsoever arising
as a result of the Company not making any statutorily required source deductions
on payments to the Contractor. The Company may at any time set off any amounts
owing to it by the Contractor under this Section hereof against any and all
amounts payable by the Company to the Contractor, including but not limited to
amounts payable under this Agreement. 

3.4                     The
Company will not be liable to the Contractor, its affiliates or its assigns for
any damages, liabilities, penalties, interest or costs caused to the Contractor
for failure to make the statutorily required source deductions or payments that
the Company would make in respect of payments or remuneration to employees. 

3.5                     The
Contractor will cause all of its employees who are assigned to perform the
Services to comply with all of the provisions of this Agreement. 

3.6                    
Nothing in this Agreement shall be construed as preventing the Contractor from
providing other services of any nature whatsoever to any other person, firm or
corporation during the Term or Subsequent Terms of this Agreement. 

4.                      
COMPENSATION 

4.1                    
During the Term, the Company shall pay to the Contractor a fee equal to €10,000
per month (the "Fee"), payable in arrears on the last day of each month,
commencing on August 31, 2008. 

4.2                    
In the month of December in each year of the Subsequent Terms, the Board or a
compensation committee of the Board (the "Committee") shall review the
performance of the Contractor and, if warranted, adjust the Fee and/or other
benefits payable to the Contractor. 

4.3                    
In addition to the Fee, the Contractor shall be entitled to rights and benefits
under any profit sharing, deferred compensation, stock appreciation rights,
stock option, and other plans or programs adopted by the Company comparable to
rights and benefits under such plans and programs as are customarily granted to
persons performing duties similar to those performed by the Contractor in
corporations of similar size, that carry on a similar type of business as that
carried on by the Company, provided that all of such options or rights are or
will be subject to separate written agreement(s), and acceptance of authorities
that may have jurisdiction over the affairs of the Company (collectively the
"Regulatory Authorities"), if necessary. 

5.                      
EXPENSES 

5.1                    
The Company shall reimburse the Contractor for its out-of-pocket expenses
incurred on behalf of the Company (the "Expenses"), provided that such Expenses
are reasonable in nature, and are properly documented by the Contractor.. 




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5.2                    
The Expenses shall be reimbursed to the Contractor by the Company immediately
following presentation to the Company of evidence of such Expenses. 

5.3                     The
Contractor will establish and maintain books of account for any Expense
incurred, and will maintain invoices, receipts and vouchers for any such
Expenses. 

5.4                     The
Company will have free access at all reasonable times to such records, books of
account, invoices, receipts and vouchers for the purposes of copying and/or
auditing the same. 

6.                     
 TERMINATION 

6.1                    
For the purposes of this Section, the following words and expressions have the
following meanings unless the context otherwise requires: 

	 	(a) 	
      "Affiliate of the Company" means any person or entity
      controlled by, controlling or under common control with the Company. For
      the purposes of this definition, the term “control” when used with respect
      to any person or entity means the power to direct the management and
      policies of such person or entity, directly or indirectly, whether as an
      officer or director, through the ownership of voting securities, by
      contract or otherwise

	 	 	 	 
	 	(b) 	
      “Cause” means:

	 	 	 	 
	 		(i) 	
      any wilful failure by the Contractor or any of its
      employees in the performance of any of the Contractor’s duties pursuant to
      this Agreement;

	 	 	 	 
	 		(ii) 	
      the conviction of the Contractor or any of its employees
      of, or plea of nolo contendere to, any crime (indictable level or felony
      level or penalized by incarceration or a lesser crime involving moral
      turpitude), or any act involving money or other property involving the
      Company or an Affiliate of the Company which would constitute a crime in
      the jurisdiction involved;

	 	 	 	 
	 		(iii) 	
      any act of fraud, misappropriation, dishonesty,
      embezzlement or similar conduct against the Company, an Affiliate of the
      Company or a customer of the Company;

	 	 	 	 
	 		(iv) 	
      the use of illegal drugs or the habitual and disabling
      use of alcohol or drugs;

	 	 	 	 
	 		(v) 	
      any material breach of any of the terms of this
      Agreement, which breach remains uncured after the expiration of ten days
      following the delivery of written notice of such breach to the Contractor
      by the Company;

	 	 	 	 
	 		(vi) 	
      any act which is materially injurious to the Company or
      its business or that of any Affiliate of the Company; and

	 	 	 	 
	 		(vii) 	
      the failure of the Contractor to devote adequate time to
      the Company’s business, or conduct by the Contractor amounting to
      insubordination or inattention to, or substandard performance of the
      duties and responsibilities of the Contractor under this Agreement, which
      failure or conduct remains uncured after the expiration of ten days
      following the delivery of written notice of such failure or conduct to the
      Contractor by the Company.







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	 	(c) 	
      “Permanent Disability” means the total inability of an
      employee of the Contractor to perform the duties of the Contractor under
      this Agreement for a period of 60 consecutive days as certified by a
      physician chosen by the Company and reasonably acceptable to the
      Contractor.



6.2                    
This Agreement may be terminated only upon the occurrence of any of the
following events:

	 	(a) 	
      the death or Permanent Disability of an employee of the
      Contractor assigned to perform the Services;

	 	 	 
	 	(b) 	
      the Company's election to terminate this Agreement for
      Cause;

	 	 	 
	 	(c) 	
      the mutual agreement by the Contractor and the Company to
      terminate this Agreement;

	 	 	 
	 	(d) 	
      the Contractor’s election to terminate this Agreement,
      provided that the Contractor gives the Company at least 60 days prior
      written notice of the Contractor’s intent to terminate; or

	 	 	 
	 	(e) 	
      the Company's election to terminate this Agreement
      without Cause, provided that it gives the Contractor at least 60 days
      prior written notice of it’s intent to terminate or reasonable
      compensation in lieu of notice.



6.3                     Upon
the termination of this Agreement, the Company will have no further obligation
to the Contractor with respect to this Agreement, except for the payment of
compensation, if any, accrued pursuant to Sections 4 and 5 up to date of
termination of this Agreement and unpaid at the date of such termination.

7.                      
CONFIDENTIALITY AND NON-COMPETITION 

7.1                    
The Contractor shall not use for its own purposes, or for any purposes other
than those of the Company, any information that may be acquired during the Term
or Subsequent Terms with respect to the Company's affairs. 

7.2                    
The Contractor shall not disclose the private affairs of the Company, or any
confidential information to any person other than Company directors or pursuant
to Board policies or guidelines without the prior consent of the Board. For the
purposes hereof "confidential information" means all information, knowledge,
data, trade secrets, systems, methods, processes, know-how and business
projections respecting the Company and its business, properties and assets,
whether or not reduced to writing, and shall include all corporate records,
agreements, reports, maps, results and other relevant technical data, which in
any way and at any time or times has been or may be communicated to, acquired
by, or learned of by the Contractor in the course of or as a direct or indirect
result of the Contractor's access to the information concerning the Company.


7.3                    
The phase "confidential information" shall not include the following: 

	 	(a) 	
      information that, at the time of disclosure, is in the
      public domain; or

	 	 	 
	 	(b) 	
      information that, after disclosure to the Contractor, is
      published or otherwise becomes part of the public domain through no fault
      of the Contractor (but only after, and only to







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the extent that, such information is published or
  otherwise becomes part of the public domain). 

7.4                    
The Contractor shall not communicate confidential information to any person,
firm, corporation or business, except if compelled to do so by the rules or
policies of the Regulatory Authorities, a subpoena or an order of a court or
governmental agency having the power and jurisdiction to compel such disclosure;
PROVIDED that the Contractor shall use its best efforts to first give the
Company notice of such disclosure. 

7.5                    
For a period of two (2) years following the termination of this Agreement, the
Contractor shall not enter into any partnership, business arrangement, or
similar relationship with any actual, or in the process of potentially becoming,
business affiliate or partner of the Company, without the prior written approval
of the Company. 

8.                      
COSTS 

8.1                    
The parties to this Agreement acknowledge and agree that all costs and expenses
incurred in the preparation of this Agreement shall be borne by the Company.


9.                      
GOVERNING LAW 

9.1                    
This Agreement is governed by the laws of the Province of British Columbia, ,
and the laws of Canada applicable therein. 

10.                     COLLECTION
OF PERSONAL INFORMATION 

10.1                    The
Contractor acknowledges and consents to the fact that the Company may be
required by applicable legislation to provide the Regulatory Authorities with
any personal information provided by the Contractor, in accordance with the
requirements of the applicable securities legislation. 

11.                     
SURVIVAL 

11.1                   
The obligations of the parties hereto shall survive any expiration or
termination of this Agreement. 

12.                     
ASSIGNMENT 

12.1                   
This Agreement is not transferable or assignable, except in accordance with the
rules and policies of the Regulatory Authorities, and with the prior written
consent of all parties. 

13.                     
ENUREMENT 

13.1                    Subject
to the restrictions on transfer contained in this Agreement, this Agreement will
enure to the benefit of and be binding on the parties and their respective
heirs, executors, administrators, successors and permitted assigns. 

14.                     
SEVERABILITY 

14.1                   
Should any part of this Agreement be declared or held invalid for any reason,
such invalidity shall not affect the validity of the remainder, which shall
continue in force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the 




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intention of the parties hereto that this Agreement would have
been executed without reference to any portion that may, for any reason, be
hereafter declared or held invalid. 

15.                     
AMENDMENT AND WAIVER 

15.1                   
This Agreement may not be modified or amended except by an instrument in writing
signed by all parties hereto or by their permitted successors or assigns. 

15.2                   
No waiver or consent by a party of or to any breach or default by any other
party shall be effective unless evidenced in writing, executed and delivered by
the party so waiving or consenting and no waiver or consent effectively given as
aforesaid shall operate as a waiver of or consent to any further or other breach
or default in relation to the same or any other provision of this Agreement.


16.                    
 INDEPENDENT LEGAL ADVICE 

16.1                    All
parties to this Agreement acknowledge and agree that they have had adequate
opportunity to seek and obtain independent legal advice with respect to the
subject matter of this Agreement, and for the purpose of ensuring their rights
and interests are protected. 

16.2                    All
parties to this Agreement represent and warrant that they have either sought
independent legal advice, or consciously chosen not to do so with full knowledge
of the risks associated with not obtaining such independent legal advice. 

17.                     
NOTICES 

17.1                    All
notices given in connection with this Agreement shall be in writing and shall be
personally delivered, faxed or emailed to the parties at their addresses set out
on Page 1 of this Agreement or to the following fax numbers or email addresses:



	 	(a) 	the Company: 	Fax: 801-282-8829; 
	 	  	  	Email: euroutah@aol.com; 
	 	  	  	 
	 	(b) 	the Contractor: 	Fax: 604-688-4688; 
	 	  	  	Email: wrauball@telus.net;




17.2                   
Any such notices personally delivered, faxed or emailed shall be deemed
delivered on the day of delivery. 

17.3                   
Any party hereto may change its address for service by notice in writing to the
other parties hereto. 

18.                     
ENTIRE AGREEMENT 

18.1                   
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties and there are no
other terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by anyone
else. 

19.                    
 GENERAL PROVISIONS 

19.1                   
Time is of the essences of this Agreement. 




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19.2                    Notwithstanding
anything herein to the contrary, the parties hereto shall not be deemed in
default with respect to the performance of any of the terms, covenants and
conditions of this Agreement, if the same shall be due to any strike, lock-out,
civil commotion, invasion, rebellion, hostilities, sabotage, governmental
regulations or controls, Acts of God, or otherwise beyond the control of the
parties. 

19.3                    Each
of the parties hereto hereby covenants and agrees to execute such further and
other documents and instruments, and to do such further and other things as may
be necessary to implement and carry out the intent of this Agreement. 

20.                     
COUNTERPARTS AND ELECTRONIC MEANS 

20.1                    This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument. 

20.2                    Delivery
of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Agreement as of the date
hereinafter set forth. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	EUROGAS, INC. 	) 	 
	  	) 	 
	Per: /s/ Roger Agyagos 	) 	 
	  	) 	 
	  	) 	 
	Authorized Signatory 	) 	 
	  	  	 
	  	  	 
	  	  	 
	GOETTE FINANCIAL CONSULTING LTD. 	) 	 
	  	) 	 
	Per: /s/ Wolfgang Rauball 	) 	 
	  	) 	 
	  	) 	 
	Authorized Signatory 	)