Unassociated Document


    

      LETTER
        AGREEMENT RELATING TO PETRO RESOURCES CORPORATION

      AND
        HARRY
        LEE STOUT

      


      This
        Letter Agreement (“Agreement”) by and between Petro Resources Corporation
        (“Petro Resources”) and Harry Lee Stout (“Stout”), evidences an agreement to
        enter employment with Petro Resources as of June 1, 2007.

      


      Stout
        shall be employed as Chief Financial Officer and General Counsel reporting
        to
        the Chairman of the Board of Petro Resources. In consideration for Stout’s
        exclusive employment, the following compensation shall be paid:

      


      	a)  	
              a
                base salary of $150,000 per year, to be pro-rated and paid on a monthly
                basis beginning the first business date of the month following
                employment;

            


      


      	b)  	
              an
                annual cash/bonus program equal to 50% of base salary should all
                Board of
                Directors annual targets for Petro Resources be met, such to be adjusted
                depending on the achievement level accomplished by Petro Resources
                whether
                higher or lower;

            


      


      	c)  	
              an
                initial grant of 25,000 shares restricted stock of Petro Resources
                to
                Stout as of June 1, 2007 with such shares vested as of the date of
                the
                grant;

            


      


      	d)  	
              subsequent
                grants of an aggregate of 75,000 shares of restricted stock of Petro
                Resources to be granted to Stout, with 25,000 of such shares vesting
                annually on June 1 of 2008, June 1 of 2009 and June 1,
                2010;

            


      


      	e)  	
              An
                initial grant of 25,000 share options to acquire Petro Resources
                common
                stock based on the closing price of Petro Resources on June 1, 2007
                with
                such options vested as of the date of the
                grant;

            


      


      	f)  	
              Subsequent
                grants of an aggregate of 75,000 share options to acquire Petro Resources
                common stock based on the closing Price of Petro Resources on June
                1,
                2007, with 25,000 of such options vesting annually on June 1 of 2008,
                2009, and 2010;

            


      


      	g)  	
              Such
                other compensation as may be directed by the Board of Directors of
                Petro
                Resources.

            


      


      This
        Agreement will be for a term of three years beginning on June 1, 2007 and
        expiring on May 31, 2010.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	
                Agreed
                  to and Accepted

                


                This
                  25th day of May 2007

                
/s/
                  Wayne P. Hall______ 

                Wayne
                  P. Hall

                Chief
                  Executive Officer

                Petro
                  Resources Corporation

              	
                Agreed to and Accepted

                 

                This 25th day of May 2007

                 

                /s/ Harry Lee Stout     

                Harry Lee Stout