Cheetah Oil and Gas Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 14th day of May, 2010.

BETWEEN:

		Cheetah Oil & Gas Ltd., a body
      corporate duly incorporated under the laws of the State of Nevada, and
      having an office at 400 – 601 West Broadway, in the City of Vancouver, in
      the Province of British Columbia, 
	
	 	  	 
	 	(hereinafter called the "Company") 	 


OF THE FIRST PART

AND:

		Don Findlay., having an office at 30 New
      Street SE in the City of Calgary, in the Province of Alberta, 
	
	 	  	 
	 	(hereinafter called the "Consultant") 	 


OF THE SECOND PART

WHEREAS:

A.               
The Consultant has been appointed President of the Company by the board of
Directors;

B.               
The Company is desirous of retaining the consulting services of the Consultant
on a continuing basis and the Consultant has agreed to serve the Company as an
independent contractor upon the terms and conditions hereinafter set forth;

                   
 FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

1.               
The Consultant shall provide corporate administration and oil and gas
exploration and production consulting services to the Company, such duties and
responsibilities to include provision of oil and gas industry consulting
services, strategic corporate and financial planning, management of the overall
business operations of the Company, and supervising office staff and exploration
and O&G consultants, and the Consultant shall serve the Company (and/or such
subsidiary or subsidiaries of the company as the Company may from time to time
require) in such consulting capacity or capacities as may from time to time be
determined by resolution of the Board of Directors of the Company and shall
perform such duties and exercise such powers as may from time be determined by
resolution of the Board of Directors, as an independent contractor.




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2.               
The basic remuneration of the Consultant for its services hereunder shall be at
the equivalent rate of ten thousand United States dollars (US$10,000) per month
(plus GST), together with any such increments thereto as the Board of Directors
of the Company determine after six months. The basic compensation covers one
hundred sixty (160) working hours per month of Consultant’s time. The Company
will also immediately grant a stock option package of three hundred thousand
options (300,000) exercisable at 10 cents per share and valid for five (5yrs),
vesting immediately upon signing this agreement.

3.               
The Consultant shall be responsible for the payment of its income taxes and GST
remittances as shall be required by any governmental entity with respect to
compensation paid by the Company to the Consultant.

4.               
The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or
company of which more than 50% of the outstanding shares carrying voting rights
at all times (provided that the ownership of such shares confers the right at
all times to elect at least a majority of the Board of Directors of such
corporation or company) are for the time being owned by or held for the Company
and/or any other corporation or company in like relation to the Company and
include any corporation or company in like relation to a subsidiary.

5.               
During the term of this Agreement, the Consultant shall provide its services to
the Company through Donald J Findlay (“Findlay”), and the Consultant shall
ensure that Findlay will be available to provide such services to the Company in
a timely manner subject to Findlay’s availability at the time of the
request.

6.               
The Consultant shall be reimbursed for all traveling and other expenses actually
and properly incurred by it in connection with its duties hereunder. For all
such expenses the Consultant shall furnish to the Company statements, receipts
and vouchers for such out-of-pocket expenses on a monthly basis.




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7.               
The Consultant shall not, either during the continuance of its contract
hereunder or at any time thereafter, disclose the private affairs of the Company
and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its
subsidiary or subsidiaries, to any person other than the Directors of the
Company and/or its subsidiary or subsidiaries or for the Company's purposes and
shall not (either during the continuance of its contract hereunder or at any
time thereafter) use for its own purposes or for any purpose other than those of
the Company any information it may acquire in relation to the business and
affairs of the Company and/or its subsidiary or subsidiaries.

8.               
The Consultant shall well and faithfully serve the Company or any subsidiary as
aforesaid during the continuance of its contract hereunder and use its best
efforts to promote the interests of the Company.

9.               
The Consultant agrees with the Company that it will during the term of his
contract hereunder, so long as the Board of Directors of the Company may so
desire, cause Findlay to serve the Company as an officer without additional
remuneration other than as described elsewhere in this document.

10.               
This Agreement may be terminated forthwith by the Company without prior notice
if at any time:

(a)               
The Consultant shall commit any material breach of any of the provisions herein
contained; or

(b)               
The Consultant shall be guilty of any misconduct or neglect in the discharge of
its duties hereunder; or

(c)               
The Consultant shall become bankrupt or make any arrangements or composition
with its creditors; or

(d)               
Findlay shall become of unsound mind or be declared incompetent to handle his
own personal affairs; or

(e)               
The Consultant or Findlay shall be convicted of any criminal offence other than
an offence which, in the reasonable opinion of the Board of
Directors of the Company, does not affect their position as a Consultant or a
director of the Company.




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This Agreement may also be terminated by either party upon
thirty (30) days written notice to the other.

11.               
In the event this Agreement is terminated by reason of default on the part of
the Consultant or the written notice of the Company, then at the request of the
Board of Directors of the Company, the Consultant shall cause Findlay to
forthwith resign any position or office which he then holds with the Company or
any subsidiary of the Company. The provisions of paragraph 9 shall survive the
termination of this Agreement.

12.               
The Company is aware that the Consultant has now and will continue to have
financial interests in other companies and properties and the Company recognizes
that these companies and properties will require a certain portion of the
Consultant's time. The Company agrees that the Consultant may continue to devote
time to such outside interests, PROVIDED THAT such interests do not conflict
with, in any way, the time required for the Consultant to perform its duties
under this Agreement.

13.               
The services to be performed by the Consultant pursuant hereto are personal in
character, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Consultant without the previous written consent
of the Company.

14.               
Any and all previous agreements, written or oral, between the parties hereto or
on their behalf relating to the agreement between the Consultant and the Company
are hereby terminated and cancelled and each of the parties hereto hereby
releases and forever discharges the other party hereto of and from all manner of
actions, causes of action, claims and demands whatsoever under or in respect of
any such previous agreements.

15.               
Any notice in writing or permitted to be given to the Consultant hereunder shall
be sufficiently given if delivered to the Consultant personally or mailed by
registered mail, postage prepaid, addressed to the Consultant as its last
residential address known to the Company. Any such notice mailed as aforesaid
shall be deemed to have been received by the Consultant on the fifth business day following the date of mailing. Any notice in
writing required or permitted to be given to the Company hereunder shall be
given by registered mail, postage prepaid, addressed to the Company at the
address shown on page 1 hereof. Any such notice mailed as aforesaid shall be
deemed to have been received by the Company on the fifth business day following
the date of mailing. Any such address for the giving of notices hereunder may be
changed by notice in writing given hereunder.




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16.               
The provisions of this Agreement shall enure to the benefit of and be binding
upon the Consultant and the successors and assigns of the Company. For this
purpose, the terms "successors" and "assigns" shall include any person, firm or
corporation or other entity which at any time, whether by merger, purchase or
otherwise, shall acquire all or substantially all of the assets or business of
the Company.

17.               
Every provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement.

18.               
This Agreement is being delivered and is intended to be performed in the
Province of British Columbia and shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of such
Province. This Agreement may not be changed orally, but only by an instrument in
writing signed by the party against whom or which enforcement of any waiver,
change, modification or discharge is sought.

19.               
This Agreement and the obligations of the Company herein are subject to all
applicable laws and regulations in force at the local, State, Province, and
Federal levels. 

                     
 IN WITNESS WHEREOF this Agreement has been executed as of the day, month
and year first above written.




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	Signed this 14th day of May, 2010, in Calgary, Alberta. 	 	) 	  
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	/s/ signed	 	) 	c/s 
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	SIGNED by: 	 	) 	  
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	/s/ Don Findlay	 	) 	  
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