Exhibit 10.5












 


EMPIRE ENERGY GROUP LIMITED


 


ACN 002 148 361


 


IMPERIAL RESOURCES LLC


 


and


 


ENERGYCAP PTY LTD


 


ACN 601 893 109


 


and


 


BRUCE WILLIAM MCLEOD


 





 



 


AMENDED AND RESTATED


 


CONSULTANCY SERVICES DEED


 


 






 




    	 



    	 



    

 


THIS DEED is made this 19th day of September
2014.


 


BETWEEN:


 


EMPIRE ENERGY GROUP LIMITED ACN 002
148 361 and any Related Body Corporates of the Company including Imperial Resources, LLC (“Imperial”), each of
Level 7, 151 Macquarie Street, Sydney, NSW 2000, Australia (“Company”)


 


and


 


ENERGYCAP PTY LTD ACN 601 893 109
of Level 7, 151 Macquarie Street, Sydney, NSW 2000, Australia (“Consultant”)


 


and


 


BRUCE WILLIAM MCLEOD of 28 Rhodes
Ave, Naremburn, NSW 2065, Australia (“Employee”)


 


RECITALS:


 


		A.	The Company is listed on the ASX and Imperial is intended
to be listed on the NASDAQ Capital Market.



 


		B.	The Company and certain Related Body Corporates is involved in oil and gas exploration and production,
mineral exploration, investment and technology development.



 


		C.	The Company has engaged the Consultant to provide certain managerial, operational and technical
expertise and know-how to the Company certain Related Body Corporates in relation to the Business and to procure the services of
the Employee.



 


THE
PARTIES TO THIS DEED COVENANT AND AGREE as follows:


 


		1.	DEFINITIONS & INTERPRETATION



 


		1.1.	In this deed:



 


“Annual Fee”
means $796,000 (excluding GST) per annum, which includes the Annual Inventive Payment, or such greater amount approved by either
the Company or under the terms of this agreement;


 


“Annual Incentive
Payment” means up to $398,000 as calculated by the Annual Incentive Plan (“AIP”), Attachment A to this deed,
or any other additional incentive as approved by either the Company and Imperial or under the terms of this agreement;


 


“ASX” means
the Australian Securities Exchange as administered by Australian Securities Exchange Limited;


 


“Board”
means the board of directors of the Company;


 


“Business”
means the business of oil and gas, mineral exploration, investment and technology development (and all related and ancillary activities)
conducted by the Company or a Group Company from time to time;


“Commencement Date”
means the 1 January 2013, with deed amended on 19 September 2014;




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“Confidential Information”
means all Information disclosed or otherwise made available by the Company or a Group Company to the Consultant or the Employee,
including:


 


		(a)	information which is regarded by the Company as confidential
or can reasonably be inferred to be confidential from the circumstances in which it is disclosed;



 


		(b)	proprietary or confidential information of a third party
to whom the Company or any Group Company owes an obligation of confidentiality;



 


		(c)	information to the extent derived or produced partly or wholly from such information including
any calculation, conclusion, summary or computer modelling; and



 


		(d)	trade secrets or information which is capable of protection at law or equity as confidential information
or is otherwise confidential in nature,



 


whether the information was
disclosed or created before, on or after the date of this deed;


 


“Corporations Act”
means the Corporations Act 2001 (Cth);


 


“CPI” means
the consumer price index published by the Australian Bureau of Statistics for the Commonwealth of Australia (All Groups Index Numbers)
for Sydney or if that index is suspended or discontinued, the index substituted for it by the Australian Statistician;


 


“Exceptional Event
Payment” means a payment determined in accordance with the Exceptional Payment Event Schedule.


 


“Exceptional Event
Payment Schedule” means the schedule to this deed.


 


“Group Company”
means any Related Body Corporate of the Company;


 


"GST and GST Law"
means each have the meanings given to them in A New Tax System (Goods and Services Tax) Act 1999 (Cth);


 


“Initial Consultant
Fee” means the fee payable to the Consultant at the Commencement Date, which must be equal to or greater than 50% of
the Annual Fee, and may be changed, in writing, by the Company, Imperial and the Consultant at any time;


 


“Information”
means any information whatsoever regardless of its material form including data contained in documents, books, records or stored
electronically or in writing or by any other means, whether such information exists at the commencement of the Term or comes into
existence during the Term in relation to the business, operations, technology or other affairs of the Company or any Group Company
and including:


 


		(a)	details of employees, policies, procedures, manuals, handbooks, contracts and agreements, forms
designed, created or purchased by the Company or any Group Company, financial information, strategic information, information about
current and future projects;



 


		(b)	business plans, activities and/or operations of the Company, any Group Company or any third party
with which any of them deal;



 




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		(c)	the terms of this deed;



 


		(d)	any Intellectual Property Rights belonging to the Company;



 


		(e)	developments relating to existing and/or future developments, business opportunities and client
or customer lists or business practices; and



 


		(f)	all other matters relating to internal or external operations or plans;



 


"Insolvency Event"
means the happening of any of these events in relation to a person:


 


		(a)	an application is made to a court for an order (and is not stayed, withdrawn or dismissed within
7 days) or an order is made that the person be wound up; or



 


		(b)	an application is made to a court for an order appointing a liquidator or provisional liquidator
in respect of that person (and is not stayed, withdrawn or dismissed within seven days) or one of them is appointed, whether or
not under an order; or



 


		(c)	except to reconstruct or amalgamate while solvent on terms approved by the other parties, the person
enters into, or resolves to enter into, a scheme of arrangement, deed of arrangement or composition with, or assignment for the
benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any
of them; or



 


		(d)	the person resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention
to do so, except to reconstruct or amalgamate while solvent on terms approved by the other party or is otherwise wound up or dissolved;
or



 


		(e)	the person is or states that it is unable to pay its debts when they fall due; or



 


		(f)	the person fails or is taken to have failed to comply with a statutory demand as a result of the
operation of section 459F(1) of the Corporations Act; or



 


		(g)	the person is, or makes a statement from which it may be reasonably deduced that the person is,
the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act; or



 


		(h)	the person takes any step to obtain protection or is granted protection from its creditors under
any applicable legislation or an administrator is appointed to the person; or



 


		(i)	a person becomes an insolvent under administration as defined
in section 9 of the Corporations Act or action is taken which could result in that event; or



 


		(j)	anything analogous or having a substantially similar effect to any of the events specified in paragraphs
(a) to (i) of this definition (inclusive) happens under the law of any applicable jurisdiction;



 


“Intellectual Property
Rights” means all intellectual property rights of whatever nature including all rights conferred under statute, common
law or equity, including all copyrights, patent rights, trade mark rights (including any goodwill associated with those trade mark
rights), design rights and trade secrets and all other intellectual property as defined in article 2 of the convention establishing
the World Intellectual Property Organisation 1967;


 




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“Related Body Corporate”
has the meaning given to that term in the Corporations Act; and specifically includes Imperial.


 


“Services”
means the services to be discharged by the Consultant supplying the Employee to undertake all functions, duties, management roles
and authorities which the Company or Imperial would require of a person engaged to act as an executive director of the Company
or Chief Executive Officer of Imperial and includes such other services as the Board or the Board or Manager of Imperial as the
case may be, acting reasonably, may request; and


 


“Term” means
the term of this deed as determined in accordance with clause 4.


 


		1.2.	In this deed unless the context otherwise requires:



 


		(a)	words importing the singular include the plural and vice versa;



 


		(b)	words importing any gender include the other gender;



 


		(c)	references to persons include individuals, trusts, joint ventures, government agencies, associations,
corporations and other bodies corporate;



 


		(d)	references to a person include the legal personal representatives, successors and assigns of that
person;



 


		(e)	the words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are
intended to be, interpreted as words of limitation;



 


		(f)	references to a party includes its successors and permitted assigns;



 


		(g)	references to a monetary amount is in Australian dollars;



 


		(h)	a reference to a statute, ordinance, code or other law includes regulations and other statutory
instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any other
legislative authority having jurisdiction);



 


		(i)	references to this deed include this deed as varied, amended
or replaced, from time to time; and



 


		(j)	references to writing include any mode of representing or reproducing words in tangible and permanently
visible form, and includes facsimile transmission.



 


		1.3.	The headings in this deed do not affect its interpretation.



 


		1.4.	In the interpretation of this deed no rules of construction apply to the disadvantage of one party
because that party was responsible for the preparation of this deed or any part of it.



 


		2.	TERMINATION OF FORMER CONSULTANCY ARRANAGEMENT



 


		2.1.	The parties acknowledge and agree that this deed terminates
and supersedes all previous consulting agreements or arrangements between the parties on an from the Commencement Date but nothing
in this deed is intended to discontinue the tenure of:



 


		(a)	the Consultant’s engagement by the Company or Imperial; or



 




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		(b)	the Employee’s employment with the Consultant, in relation to the provision of services similar
to the Services, which commenced on 21 May 1996.



 


		2.2.	Termination of any previous consulting agreements or arrangements between the parties does not
extinguish or otherwise affect any rights of any party against any other which:



 


		(a)	arose or occurred prior to the time at which termination
was deemed to occur; or



 


		(b)	otherwise relate to or arise at any future time from
any breach or non-observance of obligations under such previous agreement or arrangement which arose prior to the time at which
termination occurred.



 


		3.	SERVICES



 


		3.1.	In consideration of the Company paying the Annual Fee, the Consultant must perform or cause to
be performed for the Company and Imperial all the Services and for this purpose it must make available the Employee to act as Executive
Chairman of the Company and Chief Executive Officer of Imperial.



 


		3.2.	Without limiting the manner in which the Consultant must provide the Services pursuant to this
deed, the Consultant must as a material term and condition of this deed:



 


		(a)	ensure that the Employee and Imperial is retained by
the Consultant in order to provide the Services to the Company throughout the Term; and



 


		(b)	rely upon, seek the advice of and procure the assistance of the Employee whenever necessary, in
order to ensure that the Services are provided to the Company and Imperial in the manner required by the provisions of this deed.



 


		3.3.	The Consultant, for the purposes of discharging its responsibilities,
duties and functions under this deed must procure and make available the services of the Employee during the Term for a sufficient
number of hours per week (during normal Business hours) as are required to provide the Services.



 


		3.4.	The parties acknowledge that the Consultant may subcontract out some or all of the Services with
the Company's written consent (such consent not to be unreasonably withheld).



 


		3.5.	It is expected that the Consultant will apply at least 75% of his time and efforts to the business
and operations of Imperial.



 


		4.	TERM



 


		4.1.	Subject to clauses 4.2 and 16, the Term will be a period of 60 months commencing on the Commencement
Date.



 


		4.2.	Subject to clause 16, the Term will be extended for a period or successive periods of 12 months
unless and until the Company or Imperial, only with respect to itself, gives the Consultant not less than 3 months' written notice
of its intention not to extend the Term.


















  



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		5.	ELECTION AS DIRECTOR



 


		5.1.	The Employee has been duly elected a director and appointed as the Executive Chairman of the Company
(i) in accordance with the Company’s Constitution and (ii) duly appointed by the Chief Executive Officer of Imperial in accordance
with the Operating Agreement thereof. The Employee’s position will continue only as long as:








 


		(a)	the Employee is employed by the Consultant;



 


		(b)	the Consultant is engaged by the Company or Imperial as the case may be, under this deed; and



 


		(c)	the Employee is willing to so act.



 


		5.2.	The Employee may only exercise his powers as a director of the Company in the course of providing
the Services.



 


		6.	OTHER APPOINTMENTS



 


		6.1.	Subject to clause 11.3and the prior approval of the Board, the Employee may act as a director or
hold other office with such other companies or undertakings as from time to time and during such times as the Employee sees fit.
The Consultant will be entitled to retain for his own benefit all fees and emoluments of or associated with all those directorships
and other offices.



 


		6.2.	For as long as this deed continues in effect, the parties acknowledge that the Company may procure
the Consultant’s appointment as a consultant to all Group Companies on the same terms and conditions as this deed (as they
may be varied by agreement between the Consultant and each other contracting party).



 


		7.	REMUNERATION



 


		7.1.	(Annual Fee) In consideration of the obligations undertaken by the Consultant under
this deed, in accordance with clause 7.9, the Company and Imperial must pay the Consultant at least 50% of the Annual Fee in 12
monthly instalments in arrears. At the Commencement Date the Initial Consultant Fee shall be 50% of the Annual Fee.



 


		7.2.	(Annual Incentive Payment) Subject to adjustments set out in clause 7.5 and to the
extent permitted by law and the ASX Listing Rules (“Maximum Amount”), the Consultant will also be entitled to
some or all of the Annual Incentive Payment on an annual basis, or at an interim date during the year if this deed is terminated
(calculated on the last business day prior to the termination date), on the achievement of appropriate milestones as determined
(and communicated in writing to the Consultant) by the Company from time to time.



 


		7.3.	(Exceptional Event Payment) Subject to the extent permitted by law and the ASX and NASDAQ
Listing Rules, the Company and Imperial must pay the Consultant an Exceptional Event Payment when required under and in accordance
with the terms of the Exceptional Event Payment Schedule.



 


		7.4.	(No double payments) Where in any calendar year the Consultant receives an Exceptional Event
Payment and:



 


		(a)	in addition an Annual Incentive Payment with both being
calculated on the same event and if aggregated, the combined payment exceeds the Maximum Amount, then the Annual Incentive Payment
will be proportionally reduced by any amount above the Maximum Amount. (For clarity, if the Exceptional Event Payment is equal
to, or greater than the Maximum Amount, then the full amount of the Exceptional Event Payment would only be payable).



 




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		(b)	for events other than those on which the Exceptional Event Payment is calculated, an Annual Incentive
Payment will be payable, calculated by Parts B, C & D only of Attachment A of this deed.



 


		7.5.	(Annual Fee and Annual Incentive Payment adjustments) The Company and Imperial:



 


		(a)	will review the Annual Fee and maximum Annual Incentive Payment which may be paid under clause
7.2 so that for the next ensuing twelve (12) month period such respective amounts will be increased by the greater of 5% or the
percentage increase in the CPI since the immediately preceding Annual Fee or Annual Incentive Payment review date (or, in the case
of the first Annual Fee or Annual Incentive Payment review date, since the Commencement Date) (as the case may be); and



 


		(b)	notwithstanding paragraph (a), the Company and Imperial may from time to time increase (but not
decrease without the Consultant's prior written consent) the value of the Annual Fee and the maximum Annual Incentive Payment which
may be paid under clause 7.2.



 


		7.6.	(Expenses):



 


		(a)	The Company and Imperial, as the case may be, must reimburse the Consultant for all reasonable
corporate related out-of-pocket expenses properly incurred by the Consultant and/or Employee in the performance of the Services
including, without limitation, travel and accommodation expenses incurred in accordance with the Company’s approved travel
policy and other general expenses incurred by the Consultant and/or Employee in connection with the Services.



 


		(b)	All expenses incurred by the Consultant or the Employee
must be pre-approved by the Company or Imperial as the case may be, or will be deemed to be approved where part of an existing
approved expense of an ongoing project.



 


		(c)	The Consultant must seek payment from the Company or Imperial as the case may be for all expenses
by submitting a claim monthly in arrears and accompanied by adequate records documenting the expense. All valid claims must be
paid by the Company or Imperial within 14 days of presentation.



 


		7.7.	The Company and Imperial, as the case may be, acknowledge
that the Consultant may be rewarded for bringing benefits to the Company or Imperial as the case may be, which are beyond the
scope of services required to be provided by the Consultant pursuant to this deed.



 


		7.8.	In consideration of the payments to be made to the Consultant
under this deed, the Employee acknowledges and agrees that he is not entitled to any salary or other remuneration from the Company
or Imperial as the case may be (other than any statutory entitlements) and waives all rights to any such remuneration.



 





 




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		7.9.	All payments of the Annual Fee and the Annual Incentive
Payment shall be paid 75% by Imperial and 25% by the Company.



 


		8.	OWNERSHIP OF INTELLECTUAL PROPERTY



 


		8.1.	The parties agree that the Company or Imperial, as the
case may be owns all Intellectual Property Rights generated as a result of the performance of the Services on creation (including
partial creation), regardless of whether the Intellectual Property Rights arise before or during the Term or after termination.



 


		8.2.	Notwithstanding clause 8.1, if any Intellectual Property
Rights generated during the course of performing the Services are or become owned by the Consultant or the Employee (by operation
of law or otherwise) then each of the Consultant and/or the Employee (as the case may be):



 


		(a)	holds such Intellectual Property Rights on trust for
the Company or Imperial, as the case may be; and



 


		(b)	at the request of the Company or Imperial, as the case
may be must unconditionally assign all such Intellectual Property Rights to the Company or Imperial, as the case may be and execute
all documents and do anything necessary to give effect to this assignment.



 


		8.3.	The Consultant and the Employee each hereby provides its irrevocable consent to the Company and
Imperial in respect of any moral rights (as defined in the Copyright Act 1968 (Cth)) comprised in any Intellectual Property
Rights generated during the course of performing the Services so that the Company or Imperial, as the case may be can use and amend
such Information as it sees fit.



 


		9.	MOTOR VEHICLE



 


		9.1.	During the Term, the Company must provide to the Consultant a fully maintained motor vehicle for
the sole use of the Employee or the Consultant for the purpose of carrying out the Services.



 


		9.2.	The Company is responsible for any fringe benefits tax arising from any fringe benefit provided
by the Company to the Consultant under this deed.



 


		10.	PERFORMANCE



 


		10.1.	Nothing in this deed will be construed as authorising the Company or Imperial, as the case may
be or any person on its behalf to direct the Consultant or the Employee as to the manner in which the Services are to be performed.



 


		10.2.	The parties acknowledge that the Consultant and the Employee perform the Services as independent
contractors and not as employees of the Company or Imperial, as the case may be. This deed and any other contract arising as a
result of this deed will be properly construed as a contract for services and not an employment contract and the parties declare
that neither or any of them have the intention to create an employment contract between the Company or Imperial, as the case may
be and the Consultant or between the Company or Imperial, as the case may be and the Employee.



 


		10.3.	The Consultant and the Employee must not assign this deed or sub-contract the Services or otherwise
sub-let any or all of the obligations and benefits under this deed without the written approval of the Company or Imperial, as
the case may be.



 




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		10.4.	Any taxes, levies, imposts, deductions, charges, withholding and duties imposed by any authorities
on any matter relating to or connected with the Annual Fee is for the account of the Consultant or the Employee.



 


		11.	THE CONSULTANT’S COVENANTS



 


		11.1.	The Consultant hereby covenants with the Company and Imperial (and will ensure that the Employee
complies with the following as appropriate):



 


		(a)	with due care, diligence, skill and punctuality to duly
observe and perform all and singular the covenants, terms and conditions on the part of the Consultant contained or implied in
this deed;



 


		(b)	as an inducement to the Company and Imperial to enter into this deed, and as a material condition
of this deed, to make available to the Company and Imperial the Employee, and to procure that the Employee devotes such amount
of his working time and attention and skill to the affairs of the Company and Imperial as is necessary for the Consultant to duly
and punctually discharge its obligations in this deed;



 


		(c)	to protect and promote the Company’s and Imperial’s interests in all things to the
best of the Consultant’s skill, ability and judgement;



 


		(d)	to protect the Company's and Imperial’s Confidential Information and Intellectual Property
Rights;



 


		(e)	to obey and conform to all reasonable lawful orders and directions of the Board as from time to
time may be given;



 


		(f)	not to pledge the credit of the Company or Imperial except as is necessary to discharge its obligations
under this deed or to the extent that it may be specifically authorised so to do by the Company or Imperial from time to time;



 


		(g)	not to at any time either directly or indirectly deal with stock, supplies, money or credits from
time to time belonging or owing to the Business for its own use or benefit;



 


		(h)	to conduct all business and administrative aspects of the Business in all respects on behalf of
and in the name of the Company or Imperial and not in its own name;



 


		(i)	not to do or suffer any act or thing whereby the Business or any of the assets of it or any other
property of the Business or of the Company or Imperial may become liable to be seized in execution, charged or affected or whereby
the interests of the Business or the Company or Imperial may be prejudicially affected or impaired;



 


		(j)	to assume and exercise the powers and carry out the duties appropriate to its engagement as may
from time to time be assigned to the Consultant by the Board and the Consultant must at all times promote, develop and extend the
Business and interests of the Company or Imperial and do all things within the Consultant’s power to enhance and extend the
prosperity, business and reputation of the Company or Imperial;



  




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		(k)	to show the utmost good faith and devote its full attention to the Business and to the affairs
of the Company or Imperial and must use its best endeavours to promote develop and extend the Business and the interests of the
Company or Imperial generally and must diligently obey and observe all lawful directions of the Company or Imperial;



 


		(l)	not to hold out that it binds the Company or Imperial except in the course of providing the Services;



 


		(m)	to comply with all of the Company's and Imperial’s applicable policies and procedures; and



 


		(n)	to at all times comply with the companies and securities laws of Australia including, without limitation,
the Corporations Act and the ASX Listing Rules and all laws applicable to Imperial.



 


		11.2.	The Consultant warrants that the Employee is ordinarily
engaged by the Consultant for the performance of duties of a similar nature to that for which his services are required by the
Company and Imperial, and the Consultant warrants the skill and ability of the Employee to carry out the duties required of him
by the Company.



 


		11.3.	The Consultant will not and must ensure the Employee will not during the Term without the prior
written consent of the Company and Imperial (which consent must not be unreasonably withheld) be directly concerned either alone
or jointly with or as an employee, director or manager in any business, undertaking or activity which:



 


		(a)	competes or may reasonably be expected to compete with
the Business or any reasonably anticipated future business of the Company and Imperial; or



 


		(b)	may cause the Consultant or the Employee to fail to promptly
and diligently discharge the duties, obligations and responsibilities imposed on the Consultant or the Employee under the terms
of this deed.



 


		11.4.	Nothing in clause 11.3 will prevent the Consultant or the Employee from holding or acquiring shares,
options or securities of any description, personal investment in any company or trust, unless the holding of those shares or securities
is inconsistent with the objects of this clause or creates or may create a conflict between the interests of the Consultant and
or the Employee and interests of the Company and Imperial.



 


		12.	FURTHER COVENANTS



 


		12.1.	The Employee hereby covenants, undertakes and agrees with the Company and Imperial as an inducement
to the Company and Imperial to enter into this deed and also as a material condition of this deed that:



 


		(a)	he is and will remain an employee of the Consultant throughout
the Term; and



 


		(b)	he will devote sufficient working time and attention
and skill to the affairs of the Company and Imperial as is necessary for the Consultant to duly and punctually provide the Services
and discharge its obligations under this deed.



 


		12.2.	Each of the Consultant and the Employee agree, as separate covenants in favour of the Company,
and the Consultant agrees that it must ensure that:



 






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		(a)	without the prior written consent in writing of the Company and Imperial with respect to activities
arising after the date of this deed, the Employee will not during the Term:



 


		(i)	carry on business either alone or in partnership; or



 








		(ii)	be directly employed or actively involved in any trade
business or occupation whatsoever except as an employee, officer, agent or consultant of the Consultant in the performance of
the Services,



 


		where	such activities directly compete with the activities of
the Company or any Group Company;



 


		(b)	the Employee must not accept any payment or other benefit
in money or in kind from any person (other than the Company, Imperial or the Consultant) as an inducement or required for any
act or forbearance or in connection with any matter or business transacted by or on behalf of the Company or any Group Company;
and



 


		(c)	the Employee will not during the Term of this deed use
or disclose to any person any Information concerning this deed or relating directly to the Services or the operations of the Company
or Imperial except as required to perform the Services and in accordance with this deed.



 


		13.	THE COMPANY’S COVENANTS



 

The Company hereby covenants with the Consultant:


 


		(a)	to duly and punctually observe and perform all and singular
the covenants, terms and conditions on the part of the Company contained or implied in this deed or under applicable Australian
law;



 


		(b)	to give any reasonable assistance and do all things as reasonably requested by the Consultant as
is necessary to enable the Consultant to carry out its obligations and powers hereunder; and



 


		(c)	to furnish to the Consultant all pertinent data and information available to the Company without
charge and within a reasonable time and give such assistance as is reasonably be required by the Consultant or the Employee for
the carrying out of the Services.



 


		14.	INDEMNITY



 


		14.1.	With effect from the Commencement Date and to the maximum
extent permitted by law, the Company agrees to indemnify and keep indemnified:



 


		(a)	the Consultant against any liability incurred by the Consultant arising out of or in connection
with the performance of its obligations under this deed, unless the liability arises as the result of the gross negligence of the
Consultant;



 


		(b)	the Employee against liability to a person other than the Company or a Group Company, incurred
whether directly or indirectly by the Employee as an officer of the Company or any Group Company, unless the liability arises out
of conduct of the Employee involving a lack of good faith; and



 










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		(c)	the Consultant and the Employee against liability for costs and expenses incurred by the Consultant
or the Employee in the course of providing the Services:



 


		(i)	in defending proceedings, whether civil or criminal, in
which judgment is given in favour of the Consultant or the Employee or in which the Consultant or the Employee is acquitted; or



 


		(ii)	in connection with an application in relation to those
proceedings in which the Employee is granted relief by a Court under the Corporations Act.



 


		13.2	It is not necessary for the Consultant or the Employee to incur expense or to make payment before
enforcing any right of indemnity under this deed.



 


		15.	INSURANCE



 


		15.1.	The Company will during the Term effect a directors’ and officers’ insurance policy
in respect of the Employee’s tenure as a director of the Company.



 


		16.	TERMINATION



 


		16.1.	This deed may be terminated as follows:



 


		(a)	if:



 


		(i)	the Employee commits any act of dishonesty or fraud in
relation to the Services;



 


		(ii)	the Employee commits any serious misbehaviour or breach
of duty connected with the performance of the Services;



 


		(iii)	the Employee or the Consultant suffers an Insolvency
Event or is declared bankrupt (as the case may be);



 


		(iv)	the Consultant materially defaults in the performance
of any of its obligations under this deed, which default is incapable of remedy or which is not remedied within twenty eight (28)
days of the Company having served upon the Consultant a notice of default identifying the default and requesting that it be remedied;
or



 


		(v)	the Employee or Consultant engages in wilful misconduct
or acts in a manner which is grossly negligent or incompetent in the performance of the Services,



 


then each of the Company and
Imperial may forthwith terminate this deed with respect to itself effective immediately upon serving the Consultant with written
notice of termination;


 


		(b)	if the Company, Imperial and the Consultant decide by
mutual agreement to terminate this deed, upon the agreed date of termination;



 


		(c)	if the Consultant gives to the Company and Imperial three (3) months' notice (or such other period
as the parties may agree) in writing of the termination of this deed under this clause (and does not otherwise give a notice under
clauses 16.1(d) or 16.1(e)), termination will occur upon either:



  




    	Exhibit 10 5 - Form of  Consultancy Services.doc	12



    	 



    

  


		(i)	expiry of the three (3) month period of notice (during
which time the Services must continue to be performed under this deed); or



 


		(ii)	the payment of three (3) months' Annual Fee in lieu of
the worked period of notice provided for in paragraph (i) above;



 


		(d)	if the Employee is in ill health as certified by a medical
practitioner for a continuous period of ninety (90) days, or is totally and permanently incapacitated or dies, or retires on giving
to the Company, Imperial and the Consultant not less than six (6) months' notice at any time after having attained the age of
55 years, then the Company, Imperial or the Consultant may forthwith terminate this deed by serving the other with written notice
of termination;



 


		(e)	if the composition of the Board as at the Commencement
Date changes without the written agreement or approval of all members of the Board or if the Employee is removed as a director
of the Company by shareholders then the Consultant may forthwith terminate this deed by serving the Company with written notice
of termination within thirty (30) days of such change or removal;



 


		(f)	if:



 


		(i)	an Insolvency Event occurs in relation to the Company
or Imperial; or



 


		(ii)	the Company or Imperial is in breach of any regulation
of any government or regulatory authority which breach remains unremedied after twenty eight (28) days' notice thereof is given
by the Consultant to the Company or Imperial;



 


		(iii)	the Company or Imperial by any act or omission frustrates
the provisions and purposes of this deed; or



 


		(iv)	the Company or Imperial defaults in the performance of
any of its obligations under this deed and fails to remedy such default within twenty eight (28) days after service of a notice
of default by the Consultant identifying the default and requesting that it be remedied,



 


then the Consultant may terminate
this deed with respect to such entity effective immediately upon serving the Company or Imperial with written notice of termination.


 


		16.2.	For the avoidance of doubt, the parties expressly acknowledge that this deed will not terminate
upon the Employee ceasing to be a director of the Company PROVIDED THAT upon such event happening the Consultant agrees to thereafter
undertake for the benefit of the Company such services as the Board determines in substitution of the Services.



 


		16.3.	On termination of this deed the Consultant will forthwith deliver to the Company or Imperial all
Information or property of the Company and any Group Company including without limitation, documents, papers, materials, credit
cards, and other property (intellectual or otherwise) which may then be in its possession or under its power or control.



  



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		17.	CONSEQUENCES OF TERMINATION



 


		17.1.	Termination of this deed by the Company, Imperial or the Consultant will be effective from the
relevant date specified in clause 16.1 from which time neither party has any claim against the other whether at law or in equity
save for antecedent breaches or accrued liability under this deed.



 


		17.2.	In consideration of this deed the Company, Imperial and the Consultant agree that:



 


		(a)	upon termination of this deed under clause 16.1(a) by
the Company and Imperial, the Company and Imperial will pay to the Consultant within seven (7) days of the date of termination
an amount equal to the aggregate unpaid Annual Fee and any other amounts owed under clause 7 accrued to the date of termination;



 


		(b)	upon termination of this deed under either of clauses
16.1(b) or 16.1(c), the Company will pay to the Consultant within seven (7) days of the date of termination a sum equal to the
aggregate of the then current Annual Fee, any unpaid Annual Fee in respect of the relevant calendar year, and any other amounts
owed under clause 7 accrued to the date of termination;



 


		(c)	upon termination of this deed under any of clauses 16.1(d),
16.1(e) or 16.1(f), the Company will pay to the Consultant within seven (7) days of the date of termination:



 


		(i)	a sum of money (which is to be by way of genuine payment
by lump sum payment in respect of past services rendered by the Consultant to the Company under any previous consulting arrangement,
this deed or otherwise) which is to be equal to the maximum sum calculated in accordance with section 200G(3) of the Corporations
Act as if as at the date of termination the Consultant was an employee of the Company; and



 


		(ii)	an amount equal to the aggregate of any unpaid Annual
Fee and any other amounts owed under clause 7 accrued to the date of termination; and



 


		(iii)	an amount equal to the aggregate of any unpaid Annual
Incentive Payment and any other amounts owed under clause 7 accrued to the date of termination.



 


		17.3.	No payment will be made under clause 17.2 if it would result in a contravention of a limit prescribed
by any statute or rules. If a termination benefit becomes payable under this deed which would contravene any statute or rules then
such benefit will be reduced (pro rata to the termination amounts payable thereunder) to the minimum extent necessary to meet the
prescribed limit.



 


		18.	CONFIDENTIALITY



 


		18.1.	Subject to clause 18.2, each of the Consultant and the Employee:



 


		(a)	must keep confidential all Confidential Information;



 


		(b)	may only use any Confidential Information for the purpose
of providing the Services or otherwise with the prior written consent of the Company or Imperial, as the case may be;



 






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		(c)	must not copy any document that contains Confidential
Information or otherwise record or reproduce the Confidential Information in any material form except as is strictly necessary
for the purpose of this deed or otherwise with the consent of the Company or Imperial, as the case may be;






 


		(d)	acknowledges that it has no proprietary rights, title
or interest in, and will not acquire any licence, rights, title or interest in, the Confidential Information of the Company or
Imperial, as the case may be;



 


		(e)	following a request by the Company or Imperial, as the
case may be, or when the Confidential Information is no longer required for the purpose of the Consultant performing its obligations
or exercising its rights under this deed, must immediately return (or otherwise destroy) all Confidential Information belonging
to the Company or Imperial, as the case may be and certify that no Confidential Information of the Company or Imperial, as the
case may be, is retained; and



 


		(f)	acknowledges and agrees that a breach of this clause
18 may cause the Company or Imperial, as the case may be, irreparable damage for which monetary damages would not be an adequate
remedy. Accordingly, in addition to other remedies that may be available, the Company or Imperial, as the case may be, may seek
and obtain an injunctive relief against such a threatened breach.



 


		18.2.	The obligations in clause 18.1 do not apply:



 


		(i)	to the extent necessary to enable the Consultant or the
Employee to make any disclosure required by law or to defend either of themselves in any proceedings taken against them;



 


		(ii)	to the extent the Consultant or Employee can demonstrate
it was already known to either of them as at the time of the disclosure of the Confidential Information;



 


		(iii)	to the extent the Confidential Information was provided
to the Consultant or the Employee by a third party, provided that the source of such information was not known by the Consultant
or the Employee to be subject to an obligation of confidence to the Company or Imperial, as the case may be, in respect of the
information;



 


		(iv)	to the extent the Confidential Information was developed independently by the Consultant or the
Employee without violating the terms of this deed;



 


		(v)	to the extent it is necessary to disclose Confidential Information to a third party to enable the
Consultant or the Employee to perform its obligations under this deed, having first ensured that the third party agrees to keep
the Confidential Information confidential on terms at least as restrictive as set out in this clause;



 


		(vi)	to any disclosure consented to by the Company or Imperial, as the case may be, (such consent not
to be unreasonably withheld); or



 


		(vii)	where a portion of the Confidential Information has entered the public domain other than as a result
of a breach by the Consultant or the Employee of this deed, to that portion of the Confidential Information that has entered into
the public domain.



  




    	Exhibit 10 5 - Form of  Consultancy Services.doc	15



    	 



    

 


		18.3.	For the purposes of clause 18.2(vi), the consent of the Company or Imperial, as the case may be,
will be deemed to be unreasonably withheld if the consent of the Company or Imperial, as the case may be, is sought and withheld
in respect of any trade secrets, secret or confidential operations, processes or dealings or any information concerning the organisation,
business, finances, transactions or affairs of the Company or Imperial, as the case may be, which are or is in the possession of
any third party or parties otherwise than due to disclosure thereto by the Consultant or the Employee.



 


		18.4.	This clause 18 survives termination of this deed.



 


		19.	GST



 


		19.1.	Interpretation



 


Terms defined in the GST Law
have the same meaning when used in this clause.


 


		19.2.	Payments GST exclusive



 


Unless otherwise stated in
this deed, all payments to be made, and other consideration to be provided, for supplies made under this deed exclude GST.


 


		19.3.	Tax invoice



 


If GST is payable on a supply
made under this deed:


 


		(a)	the supplier must provide to the recipient a tax invoice for the supply complying with the GST
Law;



 


		(b)	despite any other provision of this deed, the recipient will not be obliged to pay for the supply
unless and until the recipient has received the tax invoice; and



 


		(c)	when the recipient is obliged to pay for the supply, the recipient must also pay to the supplier
an amount equal to the GST payable by the supplier on the supply.



 


		19.4.	Adjustment events, if:



 


		(a)	there is an adjustment event in relation to a supply; or



 


		(b)	the Australian Commissioner of Taxation lawfully adjusts the value of a supply for the purpose
of calculating GST; and



 


		(c)	that results in the amount of GST payable by the supplier on the supply being different from the
amount of GST previously recovered by the supplier from the recipient under clause 19.3,



 


the supplier must promptly
provide to the recipient an adjustment note for the amount in question and:


 


		(d)	if there has been an increasing adjustment, the recipient must within a reasonable period of receiving
the adjustment note pay to the supplier the amount of the increase; or



 


		(e)	if there has been a decreasing adjustment, the supplier must promptly refund to the recipient the
amount of the decrease.



 







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		19.5.	Reimbursable amounts



 


If a party is required under
this deed to reimburse another party for any loss or expense incurred by that other party, the amount to be reimbursed will be
the sum of:


 





		(a)	the amount of the loss or expense, net of any input tax credits to which that other party may be
entitled in respect of the loss or expense; and



 


		(b)	if the receipt of the reimbursement is itself a taxable supply, any GST payable in respect of that
supply.



 


		19.6.	Withholdings



 


If the supplier has not provided
its Australian Business Number to the recipient, the recipient may withhold from any payment due to the supplier under this deed
any amount it is required to withhold by law because of that fact.


 


		20.	ARBITRATION



 


		20.1.	In the event of any dispute, controversy or claim arising from or connected with this deed (including
one regarding the existence, validity or termination of this deed or relating to any non-contractual or other obligation arising
out of or in connection with this deed) or the consequences of its nullity ("Dispute") failing resolution of the
Dispute within twenty one (21) days of the Dispute arising, will be referred to and finally resolved by arbitration under the Australian
Centre for International Commercial Arbitration (ACICA) Rules.



 


		20.2.	The arbitral tribunal will consist of one/ arbitrator who must be an Australian lawyer of at least
ten years' standing.



 


		20.3.	The seat of the arbitration will be Sydney, Australia, and the language of the arbitration must
be English.



 


		20.4.	The costs of the arbitrator will be borne by the Company if the dispute is resolved in favour of
the Consultant or by the Consultant if the dispute is resolved in favour of the Company.



 


		21.	ENTIRE AGREEMENT



 


This deed constitute the entire agreement between the parties relating to the subject matter hereof
and supersedes all previous agreements and communications with respect thereto.


 


			



 


		22.	EFFECT OF TERMINATION



 


The termination of this deed howsoever arising does not affect such of the provisions hereof as
are expressed to operate or have effect thereafter and is without prejudice to any right of action already accrued by either party
in respect of any breach of this deed by the other party.


 


		23.	NOTICES



 


		23.1.	Method of service



 







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A notice under or in connection
with this deed must be in writing, in the English language and:


 


		(a)	delivered personally; or



 


		(b)	sent by prepaid post; or



 


		(c)	if being sent to an overseas destination, sent by prepaid airmail; or



 


		(d)	sent by fax; or



 


		(e)	sent by email,



 


to the party due to receive
the notice to its address, fax number or email address (as the case may be) given by the party to the other parties.


 


		23.2.	Deemed service



 


Unless there is evidence that
it was received earlier, a Notice is deemed to have been given (provided it has been sent in accordance with clause 23.1):


 


		(a)	if delivered personally, when left at the relevant address;



 


		(b)	if sent by post to a destination within the same country, 3 Business Days after posting it;



 


		(c)	if sent by airmail to a destination in a different country, 7 Business Days after posting it;



 


		(d)	if sent by fax, when confirmation of its transmission has been recorded by the sender's fax machine;
or



 


		(e)	if sent by email, when transmitted by the sender unless the sender receives a message from its
internet service provider or the recipient's mail server indicating that it has not been successfully transmitted,



 


but if the delivery or receipt
is after 5:00pm on a Business Day or on a day which is not a Business Day, the notice is to be taken as having been received at
9:00am on the next Business Day.


 


		24.	SEVERANCE



 


In the event of any part of this deed being or becoming void or unenforceable whether due to the
provisions of any statute or otherwise then that part is severed from this deed to the intent that all parts that are not or do
not become void or unenforceable remain in full force and effect and are unaffected by any severance.


 


		25.	AMENDMENT



 


This deed may be amended or varied only by agreement in writing signed by the parties. Unless the
context otherwise requires, a reference to this deed includes a reference to this deed as amended or varied from time to time.


 


		26.	COUNTERPARTS



 


This deed may be executed in
any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument.


  






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		27.	PROPER LAW



 


This deed is be governed by and construed in accordance with the laws of the State of New South
Wales and of the laws of the Commonwealth of Australia with respect to the Company and the laws of the State of Pennsylvania with
respect to Imperial, without giving effect to any choice of law rules or provisions, in each case applicable from time to time.


 


		28.	COSTS AND STAMP DUTY



 


The costs of and incidental to the preparation, stamping and execution of this deed and the transactions
contemplated by it will be borne by the Company.


 


		29.	NO ASSIGNMENT



 


The Consultant must not assign its interest in or any part of its interest in the deed to any other
entity (“Assignee”) except with the prior written consent of the Company and Imperial, which consent must not be unreasonably
withheld. It is unreasonable for the Company and Imperial to withhold its consent if the Assignee: (a) is financially sound; (b)
has a demonstrated record of the technical or financial expertise necessary to fully comply with the Company’s obligations
under this deed; and (c) is a legal corporate entity in a country to which the Employee has migrated or intends to migrate.


 


  






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EXCEPTIONAL
EVENT PAYMENT SCHEDULE


 


To the extent permitted by law and the
ASX and NASDAQ Listing Rules, the Company must pay the Consultant the "Exceptional Event Payment" on the occurrence of
an "Exceptional Event" in accordance with this schedule.


 


BASIS OF EXCEPTIONAL EVENT PAYMENT


 


The Company recognises that the Consultant
has offered to the Company the opportunity to take a majority working interest in the two projects described below. Even though
this agreement may be terminated under the terms and conditions set out under this deed, the Company will remain obligated to assess
whether an Exceptional Event Payment is due and payable to the Consultant following each issue of the Company's half year or full
year report to ASX. If the Company, acting reasonably, determines that an Exceptional Event Payment is payable, it must pay it
to the Consultant as soon as reasonably possible.


 


EXCEPTIONAL EVENT


 


An "Exceptional Event"
will occur when, acknowledging the efforts of the Consultant, the Company monetises (whether by way of development, sale, joint
venture, spin-off, reverse merger or similar transaction) of:


 


		(a)	Oil and gas exploration assets situated in Northern Territory, Australia and held by the Company’s
wholly owned subsidiary Imperial Oil & Gas Pty Ltd,; and



 


		(b)	Marcellus and Utica Shale assets situated in the State of New York, United States of America and
held by the Company’s subsidiary Empire Energy E&P, LLC,



 


Then such that benefit received by the
Company in respect of the relevant asset (or part thereof) exceeds the book value of the asset (or part thereof) as recorded in
the Company's Consolidated Statements of Financial Position (including the Group Companies) immediately before the event, then:


 


		(i)	For (a) above the Company will be solely responsible
for any payment under the Exceptional Event; and



 


		(ii)	For (b) above the Company and Imperial will be responsible
for any payment under the Exceptional Event on the same proportional basis as set out in Clause 7.9 of this agreement



 


EXCEPTIONAL EVENT PAYMENT


 


The Exceptional Event Payment (“EEP”)
to the Consultant will be calculated as follows.


 


EEP = ΔBV * I%


 


Where:


 


		I%	is percentage (%) specified in the "Exceptional Event Table" below.



 


		ΔBV	is (EEV less BV).



 


		EEV	is the net transaction value (after all costs (including holdings costs), expenses and taxes associated
with the transaction) of the relevant asset that is the subject of the Exceptional Event



 




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		BV	is the then existing book value of the relevant asset the subject of the Exceptional Event as per
the Company's Consolidated Statements of Financial Position immediately before the Exceptional Event.



 


		%ΔBV	is equal to (ΔBV / BV)%.



 


Exceptional
Event Payment (“EEP”) Table


 





	%ΔBV	 	I%
	<24.99%	 	0.0%
	25% to 99.9%	 	2.0%
	100% to 199.9%	 	2.5%
	200% to 299.9%	 	3.0%
	300% to 399.9%	 	3.5%
	400% to 499.9%	 	4.0%
	>500%	 	4.5%







 


 




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SIGNED,
SEALED AND DELIVERED AS A DEED


 


	Executed by Empire Energy Group Limited (ACN 002 148 361) in accordance with section 127 of the Corporations Act 2001 (Cth):	 	 	 
	 	 	 	 
	 	 	 	 
	Signature of director	 	 	Signature of company secretary/director
	 	 	 	 
	 	 	 	 
	Full name of director	 	 	Full name of company secretary/director


 


	Executed by Imperial Resources, LLC	 	 	 
	a Delaware limited liability company:	 	 	 
	 	 	 	 
	 	 	 	 
	Signature of Manager	 	 	Signature of Secretary/Manager
	 	 	 	 
	 	 	 	 
	Full name of director	 	 	Full name of Secretary/Manager


 


	Executed by EnergyCap Pty Ltd (ACN 601 893 109) in accordance with section 127 of the Corporations Act 2001 (Cth) by its sole director:	 	 	 
	 	 	 	 
	 	 	 	 
	Signature of director	 	 	Signature of company secretary/director
	 	 	 	 
	 	 	 	 
	Full name of director	 	 	Full name of company secretary/director


 


	Signed, sealed and delivered by Bruce William McLeod in the presence of:	 	 	 
	 	 	 	 
	 	 	 	 
	Signature of witness	 	 	Signature of Bruce William McLeod
	 	 	 	 
	 	 	 	 
	Full name of witness	 	 	 


 




    	Exhibit 10 5 - Form of  Consultancy Services.doc	22



    	 



    

  


Attachment
A


 


EMPIRE ENERGY GROUP LIMITED (“Company”)


 


ANNUAL INCENTIVE PLAN THRESHOLDS FOR
INCENTIVE PAYMENTS 


 


FROM - 1 JANUARY 2013


 


This document sets out the basis on which
the Consultant is to be paid the Annual Incentive Plan (“AIP”) for the purposes of clause 7.2 of the Consultancy
Services Deed between Empire Energy Group Limited ("Company") Imperial Resources, LLC (“Imperial”)
and EnergyCap Pty Ltd ("Consultant") and Bruce William McLeod (the "Employee") dated as per the
Consultancy Deed to which this is part thereof, ("Consultancy Deed"). Capitalised terms used in this document
have the meanings given to them in the Consultancy Deed.


 


The Company and Imperial will be responsible
for any AIP on the same proportional basis as set out in Clause 7.9 of this agreement. The AIP will be paid in cash (“Cash”)
or fully paid unrestricted and fully vested shares (“Shares”) ofboth the Company and Imperial, or a combination
of both. The Company and the Consultant will agree to the split between the Cash and the Shares. If no mutual decision is made
the AIP will be paid 50% Cash and 50% Shares. If the Company and Imperial are unable to issue shares the AIP will be paid 100%
Cash.


 


The number of Shares allocated in respect
of the AIP will be based on the value of the AIP divided by the volume weighted average price for shares of the Company and Imperial,
if relevant, in the ten (10) trading days immediately prior to the AIP calculation The Shares will vest immediately after they
are awarded.


 


The AIP has two components:


 


		1.	Total Shareholder Return (“TSR”) calculated as set out below, Part A, as at
31 December each year, or on the such date that the Consultancy Deed is terminated under this deed.



 


		2.	Individually assessed incentives paid on achievement of individual key performance indicators,
which are in line with Company objectives and are set out below, Part B, C & D.



 


The award of the AIP is determined by the
remuneration committee, as per the formal metrics below. Awards under the AIP outside those determined under the formal metrics
may be made at the discretion of the Company and Imperial in the event of exceptional performance. Awards under the AIP (using
the formal metrics set out below) are to be determined by the Company and Imperial, (i) on an annual basis at the end of each financial
year, for the first time as at December 2013 (with Imperial participating for the first time as at December 2014); or (ii) at an
interim date during a financial year on the last business day prior to the termination of the deed. The Company and Imperial will
pay to the Consultant the aggregate amount of the AIP as calculated below:


 


Part AAIP on TSR


 


AIP is determined by comparison
of the Company’s TSR to the TSR of the following companies listed on the recognised securities exchanges for the same period.
Where the securities are listed on a foreign securities exchange, the foreign currency rate prevailing on the day of the determination
of the TSR will be utilised. Each year, the outlying performers (best two and worst two) will be excluded from the final Comparator
List. The amount of the incentive will then be paid based on the Company’s ranking relative to the remaining 20 companies
in the Comparator List.


 




    	Exhibit 10 5 - Form of  Consultancy Services.doc	23



    	 



    




 


Comparator List


 





	Company	 	ASX Ticker
	Antares Energy Limited	 	AZZ
	Austex Oil Limited	 	AOK
	AWE Limited	 	AWE
	Blue Energy Limited	 	BUL
	Buru Energy Limited	 	BRU
	Carnarvon Petroleum Limited	 	CVN
	Comet Ridge Limited	 	COI
	Cooper Energy Limited	 	COE
	Cue Energy Resources Limited 	 	CUE
	Double Eagle, Inc 	 	NASD:DBLE
	Entek Energy Limited	 	ETE
	Galilee Energy Limited	 	GLL
	Icon Energy Limited	 	ICN
	Lonestar Resources Limited percentile	 	LNR
	Molopo Energy Limited	 	MPO
	Neon Energy Limited	 	NEN
	Petsec Energy Limited	 	PSA
	Red Fork Energy Limited	 	RFE
	Strike Energy Limited	 	STX
	Sunbird Energy Limited	 	SNY
	Sundance Energy Australia Limited	 	SEA
	Tengasco Inc	 	NYSE:TGC
	US Energy Corp	 	NASD:USEG
	ZaZa Energy Corporation, Inc	 	NASD:ZAZA







 


The TSR is calculated including
share price growth, dividends and capital returns with adjustments for reconstructions, consolidations, rights and bonus issues.
Vesting will occur based on the Company’s ranking within the Comparator List as follows:


 





	Company performance 

versus Comparator List	 	TSR as a % of 

50% of Annual Fee
	0 to 20th percentile	 	10%
	30th percentile	 	25%
	40th percentile	 	40%
	50th percentile	 	55%
	60th percentile	 	70%
	70th percentile	 	80%
	80th percentile	 	90%
	90th percentile	 	95%
	100th percentile	 	100%










 


For example – if at the
time of TSR calculation the Company performance falls within 40th percentile of the Comparator List, the TSR calculation will be:


 


50% * Annual Fee * 40% (from
above table) = 50% * $796,000 * 40% = $159,200


 




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Part BAIP on growth in net assets


 


AIP Payment equal to $20,000
for every 10% (or part thereof) increase in the 2P PV10 valuation of oil and gas assets (as provided under the Annual Economic
& Reserve Report prepared by qualified Petroleum Consultants) compared to the Written Down Book Value of Oil and Gas Properties
("BV") as per the Consolidated Statements of Financial Position at the time of review:


 


For period to 31 December, 2012,
(PV10–BV) was:


 


$138.3mm - $98.0mm = $40.3mm.


 


Part CAIP on growth in 2P reserves


 


AIP Payment equal to $20,000
for every 10% (or part thereof) growth in 2P Reserves (as provided under the annual Economic & Reserve Report prepared by qualified
Petroleum Consultants):


 


For the period to 31 December,
2012, 2P Reserves were:


 


= 11.3 mmBoe.


 


Part DAIP on growth in EBITDAX


 


AIP Payment equal to $15,000
for every 5% of increase in EBITDAX from previous base as reported to ASX. (EBITDAX includes will include the net proceeds of any
oil and gas properties sold by the Company or Imperial).


 


For the period to 31 December,
2012, EBITDAX was:


 


= $12.79mm.


 




    	Exhibit 10 5 - Form of Consultancy Services.doc	25