CONSULTING AGREEMENT

         This consulting  agreement (the "Consulting  Agreement") made as of the
9th day of May, 2000, by and between PARRISH BRIAN & CO., INC. with an office at
577  Chestnut  Ridge  Road,  Woodcliff  Lake,  New  Jersey  07675  ("PBCI")  and
FIELDPOINT  PETROLEUM  CORP.,  1703  Edelweiss  Drive,  Cedar Park,  Texas 78613
("FPPC").

         WHEREAS, FPPC is an independent oil & gas company; and

         WHEREAS,  FPPC is a  publicly  traded  entity  under  the  rules of the
NATIONAL  ASSOCIATION  OF  SECURITIES  DEALERS and trades on the OTC  ELECTRONIC
BULLETIN BOARD; and

         WHEREAS,  FPPC  requires  certain  financial  and business  development
services; and

         WHEREAS,  PBCI is engaged in the business of providing  consulting  and
business  development  services and is desirous of performing  such services for
FPPC; and

         WHEREAS,  FPPC and PBCI desire to memorialize  their  relationship in a
         written document; and WHEREAS, the execution of this Agreement has been
         approved by the Board of Directors of FPPC.

         NOW  THEREFORE IN  CONSIDERATION  OF THE MUTUAL  COVENANTS  HEREINAFTER
STATED, INTENDED TO BE LEGALLY BOUND, THE PARTIES HAVE AGREED AS FOLLOWS:

         1.  APPOINTMENT

         FPPC hereby appoints PBCI as its non-exclusive  consultant and business
development  representative  and  hereby  retains  PBCI  and PBCI  accepts  such
appointment  and  agrees to  perform  the  services  specified  in a  competent,
professional,  and faithful manner upon the terms and conditions hereinafter set
forth.

         2.  TERM

         The term of this Agreement shall commence upon PBCI's receipt of shares
described in Section 7(a)(I) hereof and continue for five (5) years  thereafter,
subject to the right of either party hereto to terminate  this Agreement for any
reason upon thirty (30) days written notice to the other party.

         3.  SERVICES

         (a) PBCI shall assist in establishing and advising FPPC with respect to
general  business  planning,  development and  implementation  of such plans and
strategies  including the development  and expansion of FPPC's present  business
and new business ventures;

         (b) PBCI shall assist FPPC in  analyzing  present  corporate  financial
needs and  possible  future  financing  and advise FPPC with  respect to capital
structure;

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         (c) PBCI  shall  seek to  identify  merger,  purchase,  investment  and
similar joint ventures and/or business combination candidates and assist FPPC in
the analysis,  development,  and completion of potential mergers,  acquisitions,
investments and/or joint ventures which FPPC may consider;

         (d) PBCI shall act,  generally,  as financial public relations advisor,
essentially acting as liaison between FPPC and its stockholders,  as advisor and
liaison with respect to existing and potential  market  makers,  broker-dealers,
underwriters and investors and as advisor with respect to the planning,  design,
development,  organization,  writing  and  distribution  of  communications  and
information,  including but not limited to press releases,  shareholder reports,
company profiles and other documents;

         (e) PBCI shall assist in establishing and advising FPPC with respect to
shareholder  meetings,  interviews of FPPC's officers by the financial media and
interviews of FPPC's  officers by analysts,  market makers,  broker-dealers  and
other members of the financial community;

         (f) PBCI shall seek to make FPPC,  its  management,  its  products  and
services  and its  financial  situation  and  prospects  known  to the oil & gas
industry,  financial  press  and  publications,  broker-dealers,  mutual  funds,
institutional investors, market makers, analysts,  investment advisors and other
members of the financial community as well as the financial media and the public
generally;

         (g) To the extent requested by FPPC, PBCI shall assist FPPC in securing
funding,  including  through the  exercise  of  warrants,  options,  and similar
rights, issued or to be issued;

         (h) PBCI shall provide general  consulting  services on such matters as
may be requested by the Board of Directors of FPPC.

         4.  PERFORMANCE OF SERVICES

PBCI warrants and agrees:

         (a) That it will render the services  and perform its  responsibilities
under this  Agreement in accordance  with high  professional  standards and will
make all reasonable efforts to use high levels of expertise;  that the personnel
assigned to perform  services  under this Agreement  shall have the  appropriate
skills and expertise to efficiently perform such services;  and that in carrying
out its  responsibilities  under this Agreement,  PBCI agrees to assure that its
actions and  performance  of services are and shall be  conducted in  compliance
with all applicable laws,  rules and  regulations,  including but not limited to
federal  and state  securities  laws;  and PBCI  shall  disclose  to any and all
parties with whom it deals in accordance with its services on behalf of FPPC any
and  all  of  its  interest  in  FPPC,  whether  direct,  indirect,  beneficial,
contingent or otherwise;

         (b) FPPC shall have no responsibility  for the acts and conduct of PBCI
hereunder,  whether  filing of reports,  forms or  disclosures,  and PBCI hereby
shall defend, indemnify and hold FPPC (which term for this Section 4(b) includes
FPPC's officers, directors, agents, shareholders, attorneys and representatives)
harmless  for and  against  any and all  liabilities,  actions,  claims,  suits,
proceedings,  demands,  investigations,  including  costs,  expenses and counsel
fees,  incident to the  performance  of services by PBCI hereunder or due to any
failure of  disclosure by PBCI to third parties as to its interest in FPPC or as
to  information  concerning  FPPC or its failure to comply  with all  applicable
federal  and  state  securities  laws,  exchanges'  and  commissions'  rules and
regulations;  provided  such  indemnity  shall not apply to the  extent any such
liability  arises from or is  substantially  attributable  to a negligent act or
material omission by FPPC;

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         (c)  That  it  shall  not  release  any  financial  or  other  material
information or data about FPPC without first providing same to FPPC;

         (d) That it shall not conduct meetings with financial analysts, merger,
acquisition,   joint  venture,   investment   opportunities  or  other  business
combination  candidates,  and potential and existing customers without informing
FPPC in  advance  of the  proposed  meeting  with the  format  or agenda of such
meeting and with complete  copies of all reports and  communications  to be made
available at any such meeting to be provided prior thereto to FPPC;

         (e) That it shall not release any information or data about FPPC to any
person selected or limited group of people or other entity, in the event PBCI is
or should  have  been  aware  that  such  information  is  material  and has not
otherwise been generally released;

         (f) That it shall  restrict or cease,  as directed by FPPC,  all public
relations  efforts,  including all  dissemination of information  regarding FPPC
immediately  upon receipt of  instructions  to that affect from FPPC;  and after
notice by FPPC of a filing for a proposed  public offering of its securities and
during  any period of  restriction  on  publicity,  PBCI shall not engage in any
public  relations  efforts not in the normal course without written  approval of
securities counsel for FPPC and counsel for underwriters, if any;

         (g) PBCI shall not take any  action  which  would in any way  adversely
affect the  reputation,  standing or prospects of FPPC or would cause FPPC to be
in violation of applicable law;

         (h)  That  it  shall  promptly  supply  FPPC  prior  to  their  use  or
dissemination   with   complete   copies   of  all   stockholder   reports   and
communications;  with all data and  information  to be supplied to any financial
analyst, broker-dealer, market maker, or other member of the financial community
and with all  brochures or other  materials  relating to FPPC,  its  operations,
management, product, services, finances, proposals,  properties, etc. PBCI shall
inform  FPPC in advance in writing  as to the  persons or  institutions  to whom
release of any of the foregoing information or communications are to be made.

         5.  DUTIES OF FPPC

         FPPC  shall  provide  PBCI,  on a regular  and timely  basis,  with all
approved data and information  about it, its subsidiaries,  its management,  its
products  and  services  and its  operations  and shall advise PBCI of any facts
which would affect the accuracy of any data and information  previously supplied
pursuant to this paragraph.

         FPPC shall  promptly  supply PBCI with full and complete  copies of all
filings with all federal and state securities  agencies;  with full and complete
copies  of all  stockholder  reports  and  communications;  with  all  data  and
information  supplied to any financial analyst,  broker-dealer,  market maker or
other member of the  financial  community  and with all brochures or other sales
materials relating to its products or services. FPPC shall inform PBCI as to the
persons or institutions  to whom release of any of the foregoing  information or
communications have been made.

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         6.  REPRESENTATION AND INDEMNIFICATION

         FPPC shall be deemed to have made a  continuing  representation  of the
accuracy of any and all material  facts,  information and data which it supplies
to PBCI and  acknowledges  its awareness that PBCI will rely on such  continuing
representation  in disseminating  such information and otherwise  performing its
consulting functions.  However, nothing herein is to be construed as alleviating
PBCI's due diligence  obligations;  and provided further nothing herein is to be
construed  that  information  that  subsequently  changes or is updated  was not
accurate at the time. Other than its knowledge of changes or updated  materials,
PBCI, in the absence of notice in writing from FPPC, will rely on the continuing
accuracy of material,  information  and data.  FPPC shall defend,  indemnify and
hold PBCI (which term for this Section 6 includes  PBCI's  officers,  directors,
agents,  shareholders,  attorneys and representatives)  harmless for any and all
liabilities,  actions,  claims,  suits,  proceedings,  demands,  investigations,
including costs, expenses and counsel fees, incident to the providing to PBCI by
FPPC of materially  false facts,  information or data  concerning  itself or its
operations;  provided such indemnity shall not apply to the extent any liability
arises from or is  substantially  attributable  to a  negligent  act or material
omission by PBCI.

         7.  COMPENSATION

         a) For the services of PBCI hereunder, FPPC agrees to pay to PBCI up to
510,000 shares of FPPC common stock,  including warrants,  for services rendered
under this  Agreement  and in lieu of PBCI's  normal  retainer.  Said shares and
warrants  are to be issued  and are deemed  earned  upon the  occurrence  of the
following events:

                  i)       160,000  shares of  restricted  FPPC common stock due
                           upon   execution   of   this   Agreement,   in   such
                           denominations and form acceptable to PBCI;
                  ii)      Warrants,  in the form annexed as Exhibit "A" to this
                           Agreement, expiring May 8, 2005 and entitling PBCI or
                           its  designees  to  purchase   350,000  shares  at  a
                           purchase price of $1.68 per share.  Said warrants are
                           exercisable  into a the  specified  number  of common
                           shares as described  below,  upon FPPC  achieving the
                           following milestones:

                           a)       150,000   warrants   upon   the   successful
                                    exercise   of  at  least   500,000   of  the
                                    currently outstanding Class A warrants, held
                                    by clients of W.B. McKee Securities;
                           b)       200,000  warrants  upon FPPC  completing  an
                                    equity funding of at least a gross amount of
                                    $5 million.

         b) In addition to the payments provided in subsection 7(a) hereof, PBCI
shall  be  entitled  to  additional   success  fees  in   connection   with  any
acquisitions,  divestitures,  financing  and other similar  transactions  not so
defined in subsection 7(a) above when consummated by FPPC in which PBCI has been
involved  for  purposes of  negotiation  or  evaluation  on behalf of FPPC.  Any
transaction which is so initiated, notwithstanding consummation date, within two
(2) years of the  termination of this Agreement shall be subject to this success
fee,  which success fee to be negotiated  between the parties,  and agreed to in
writing via an instrument separate from this Agreement.

         c) As further inducement to PBCI to serve FPPC as provided in Section 3
above,  FPPC  covenants and agrees that, as more fully set forth in Exhibit "A",
upon  written  request  of PBCI,  FPPC  shall  cause to be filed a  Registration
Statement  under the Securities Act of 1933, as amended,  registering the shares
acquired via the warrant exercise.  The aforementioned  registrations will be at
the expense of FPPC.

         8.  EXPENSES

         PBCI is expected to incur reasonable out-of-pocket expenses,  including
telephone  charges,  for  providing  the services  for FPPC as provided  herein.
Reimbursement  for such  expenses  shall be  subject to such  reasonable  budget
previously approved by FPPC. Any anticipated  significant expenses  (significant
encompasses any expenses  exceeding $500.00) must be submitted to FPPC for prior
written approval.

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         For other expenses on behalf of FPPC other than out-of-pocket expenses,
such as third party work  (lay-outs,  mark-ups,  printing,  art,  photograph  or
graphics),  for  FPPC  annual  reports,  interim  shareholder  reports,  product
brochures,  press releases,  etc. FPPC shall either pay such third-party vendors
or reimburse PBCI if previously approved by FPPC as to the vendor and the work.

         9.  RELATIONSHIP OF PARTIES

         PBCI is  responsible  for  compensation  of its agents,  employees  and
representatives,  as well as all  applicable  withholding  therefrom  and  taxes
thereon.  This  Agreement does not establish any  partnership,  joint venture or
other business  entity or  association  between the parties and neither party is
intended to have any  interest in the  business or property of the other  except
for the  issuance of shares to PBCI as set forth in Section 7 hereto.  Except as
expressly  agreed  herein  neither  party shall have the  authority to obligate,
commit or bind the other in any  manner  whatsoever,  except  that  should  PBCI
desire to subcontract services, FPPC shall be notified in writing and approve of
such subcontractor relationship before any services are rendered or compensation
is assigned to subcontractor.

         10. DISCLOSURE OF INFORMATION

         PBCI acknowledges that, in and as a result of the Agreement, it will be
making  use  of,   acquiring   and/or  adding  to  confidential  or  proprietary
information and of a special and unique nature and value to FPPC, including, but
not limited to, the nature and  material  terms of  business  opportunities  and
proposals  available  to FPPC,  the names and  addresses of FPPC  customers  and
suppliers,  operating procedures, methods and systems, financial records of FPPC
and other information, data and documents now existing or later acquired by PBCI
regardless  of whether  any such  information,  data or  documents  qualify as a
"trade  secret"  under  applicable  federal  or state  laws  (collectively,  the
"Confidential Information"). As a material inducement to FPPC to enter into this
Agreement,  and to pay to PBCI the compensation referred to in Section 7 hereof,
along with other considerations  provided herein, PBCI covenants and agrees that
it shall not at any time during the term or following  any  termination  of this
Agreement,  directly or  indirectly,  divulge or disclose or use for any purpose
whatsoever  (except  for the sole and  exclusive  benefit of FPPC as  reasonably
required in connection with its duties to or as otherwise  required by law), any
Confidential  Information  which has been  obtained by or  disclosed  to it as a
result of this  Agreement or its retention  hereunder.  In  accordance  with the
foregoing, PBCI further agrees that it will at no time retain or remove from the
premises of FPPC records of any kind or  description  whatsoever for any purpose
whatsoever  unless  authorized  by FPPC and will return all of the  foregoing to
FPPC upon FPPC request or upon any  termination or expiration of this Agreement.
In the event of a breach of threatened  breach by PBCI of any of the  provisions
of this  Section 11,  FPPC,  in addition to and not in  limitation  of any other
rights,  remedies  or  damages  available  to it at law or in  equity,  shall be
entitled to a permanent  injunction  in order to prevent or to restrain any such
breach by PBCI or its agents, partners,  representatives,  servants,  employers,
employees and/or any and all persons  directly or indirectly  acting for or with
PBCI.

         11. TRANSFER OF INTEREST AND DUTIES.

         The parties  hereto agree that in the event FPPC is sold or merged with
another  corporation,  then, and in that case, this Agreement may be assigned by
FPPC to said merged or acquiring corporation, and PBCI hereby agrees to be bound
by this Agreement even though FPPC shall be merged with another.

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         12. APPLICABLE LAW; SEVERABILITY.

         This Agreement shall be governed by and construed  pursuant to the laws
of the State of New Jersey, where it is made and executed.  If any terms or part
of this Agreement shall be determined to be invalid, illegal or unenforceable in
whole  or in  part,  the  validity  of the  remaining  part of such  term of the
validity of any other term of this  Agreement  shall not in any way be affected.
All provisions of this Agreement  shall be construed to be valid and enforceable
to the full extent permitted by law.

         13. BINDING PROVISIONS AND PERFORMANCE.

         This  Agreement  shall inure to the benefit of and be binding  upon the
parties hereto and their successors in interest of any kind whatsoever,  and all
such parties agree to be bound by the  provisions  contained  herein.  Except as
expressly  provided  herein,  this Agreement  does not create,  and shall not be
construed as creating, any rights enforceable by any person not a party hereto.

         14. AMENDMENT.

         No amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto.

         15. ENTIRE AGREEMENT.

         This  Agreement  represents  the entire  agreement  between the parties
hereto with respect to the subject matter hereof.

         16. NOTICES.

         Any notice  required or  permitted  to be given  hereunder  shall be in
writing and shall be mailed by first-class  pre-paid mail or otherwise delivered
in person or by facsimile with hardcopy to follow by  first-class  pre-paid mail
at the address of such party set forth in the  preamble to this  Agreement or to
such  other  address  or  facsimile  telephone  number as the party  shall  have
furnished in writing to the other party.

         17. WAIVER.

         Any  waiver  by  either  party of a  breach  of any  provision  of this
Agreement  shall  not  operate  as or be  construed  to be a waiver of any other
breach  of that  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  will not be  considered  a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term of any other term of this Agreement.

         IN WITNESS WHEREOF,  the Consulting  Agreement has been executed by the
Parties as of the date first written above.


Ray Reaves, President               Parrish B. Ketchmark, President
FIELDPOINT PETROLEUM CORP.          PARRISH BRIAN & CO., INC.


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