Filed by Automated Filing Services Inc. (604) 609-0244 - Royalite Petroleum Company Inc. - Exhibit 10.1






November 30, 2007 

CONSULTING AGREEMENT 

THIS CONSULTING AGREEMENT (the “Agreement”) is made and
entered into effective the 27th day of November, 2007 by and between CRG
Partners, Inc. (the “Consultant”), whose principal place of business is 356
Middle Country Road, Suite 302, Coram, NY 11727 and Royalite Petroleum Company
Inc. (the “Client”), whose principal place of business is 810 Peace Portal
Drive, Blaine, WA 98230. 

WHEREAS, Consultant is in the business of providing
services for management consulting, business advisory, shareholder information
and public relations; and 

WHEREAS, the Client deems it to be in its best interest
to retain Consultant to render to the Client such services as may be needed; and


WHEREAS, Consultant is ready, willing and able to render
such consulting and advisory services to Client. 

NOW THEREFORE, in consideration of the mutual promises
and covenants set forth in this Agreement, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows: 

1. Consulting Services. The client hereby retains the
Consultant as an independent Consultant to the Client and the Consultant hereby
accepts and agrees to such retention. The services provided by the Consultant
are: Disseminate an Overview Report on the Client Company by means of "Targeted"
E-Mail and conduct a marketing campaign to new investors by posting the Overview
Report and a company Profile on the TheSubway.com website and at the
Consultant’s discretion, publicize news released by the Client Company. 

It is acknowledged and agreed by the Client that Consultant
carries no professional licenses, and is not rendering legal advice or
performing accounting services, nor acting as an investment advisor or
brokerage/dealer within the meaning of the applicable state and federal
securities laws. The services of the Consultant shall not be Exclusive nor shall
the Consultant be required to render any specific number of hours or assign
specific personnel to the Client or its projects. 

2. Independent Contractor. The Consultant agrees to
perform its consulting duties hereto as an independent contractor. Nothing
contained herein shall be considered to as creating an employer-employee
relationship between the parties to this Agreement. The Client shall not make
social security, worker’s compensation or unemployment insurance payments on
behalf of Consultant. The parties hereto acknowledge and agree that the
Consultant cannot guarantee the results or effectiveness of any of the services
rendered or to be rendered by the Consultant. Rather, the Consultant will use
its best efforts and does not promise results. 

3. Services. All services to be performed by the
Consultant under this Agreement shall be in accordance with all applicable
securities and other laws. The Consultant shall not engage in spamming or other
manipulative practices. 

4. Written Approval. All information distributed or
published by the Consultant under this Agreement shall be approved in writing by
the Client prior to its distribution or publication. 

5. Time, Place and Manner of Performance. The Consultant
shall be available for advice and counsel to the officers and directors of the
Client as such reasonable and convenient times and places as may be mutually
agreed upon. Except as aforesaid, the time, place and manner of performance of
the services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined at the sole discretion
of the Consultant. 

6. Term of Agreement. The term of this Agreement shall
be six months, commencing on the date of this Agreement, subject to prior
termination as hereinafter provided. 

7. Compensation. In providing the foregoing services,
the Consultant shall be responsible for all costs incurred except the Client
will be responsible for mailing out due diligence requests. The Client shall pay


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the Consultant for its services hereunder one hundred thousand
(100,000) shares (the “Shares”) of the Client’s restricted common stock to the
Consultant upon signing of this Agreement.

The Consultant acknowledges and agrees that all certificates
representing the Shares sold pursuant to this Offering will be “restricted
securities”, as contemplated under the Securities Act of 1933 (the “Securities
Act”), and will be endorsed with the following legend: 


  
    
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES
        ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED
        FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
        UNDER THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR ARE EXEMPT FROM
        SUCH REGISTRATION.” 

    

  



8. Consultant Representations and Warranties. The
Consultant understands that the Shares it is acquiring are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Client in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act only in certain limited
circumstances. In this connection, the Consultant represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. The Consultant represents
that the Consultant is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act. The Consultant represents
that it is acquiring the Shares for its own account for investment purposes only
and not with a view towards resale. The Consultant further represents that it
has access to all necessary information to make its investment decision and has
experience in investment in speculative securities. 

9. Client’s Representations. The Client represents that
it is in compliance with all applicable Securities and Exchange Commission
reporting and accounting requirements and all applicable requirements of the
NASD or any stock exchange. The Client further represents that it has not been
and is not the subject of any enforcement proceeding or injunction by the
Securities and Exchange Commission or any state securities agency. 

10. Termination. 

(a) The Consultant’s relationship with the Client hereunder may
be terminated for any reason whatsoever, at any time, by either party, upon
thirty (30) days written prior notice, of which such written notice may not be
issued by either party until after Consultant has posted the first Overview
Report per Sec 16. 

(b) This Agreement may be terminated by either party upon
giving written notice to the other party if the other party is in default
hereunder and such default is not cured within fifteen (15) days of receipt of
written notice of such default. 

(c) The Consultant and the Client shall have the right and
discretion to terminate this Agreement should the other party in performing
their duties hereunder, violate any law, ordinance, permit or regulation of any
governmental entity, except for violations which either singularly or in the
aggregate do not have or will not have a material adverse effect on the
operations of the Client. 

(d) In the event of any termination hereunder all shares paid
to the Consultant through the date of termination shall be fully earned and
non-refundable and the parties shall have no further responsibilities to each
other except the Consultant shall be responsible to comply with the provisions
of section 10 hereof. 

11. Work Product. It is agreed that all information and
materials produced for the Client shall be the property of the Consultant, free
and clear of all claims thereto by the Client, and the Client shall retain no
claim of authorship therein. 

12. Confidentiality. The Consultant recognizes and
acknowledges that it has and will have access to certain confidential
information of the Client and its affiliates that are valuable, special and
unique assets 

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and property of the Client and such affiliates. The Consultant
will not, during the term of this Agreement, disclose, without the prior written
consent or authorization of the Client, any of such information to any person,
for any reason or purpose whatsoever. In this regard, the Client agrees that
such authorization or consent to disclose may be conditioned upon the disclosure
being made pursuant to a secrecy agreement, protective order, provision of
statute, rule, regulation or procedure under which the confidentiality of the
information is maintained in the hands of the person to whom the information is
to be disclosed or in compliance with the terms of a judicial order or
administrative process. 

13. Conflict of Interest. The Consultant shall be free
to perform services for other persons. The Consultant will notify the Client of
its performance of Consultant services for any other person, which could
conflict with its obligations under the Agreement. Upon receiving such notice,
the Client may terminate this Agreement or consent to the Consultant’s outside
consulting activities; failure to terminate, this Agreement within seven (7)
business days of receipt of written notice of conflict shall constitute the
Client’s ongoing consent to the Consultant’s outside consulting services. 

14. Disclaimer of Responsibility for Act of the Client.
In no event shall the Consultant be required by this Agreement to represent or
make management decisions for the Client. The Consultant shall under no
circumstances be liable for any expense incurred or loss suffered by the Client
as a consequence of such decisions, made by the Client or any affiliates or
subsidiaries of the Client. 

15. Indemnification. 

(a) The Client shall protect, defend, indemnify and hold the
Consultant and its assigns and attorneys, accountants, employees, officers and
director harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs and expenses
(including reasonable attorneys’ fees) of every kind and character resulting
from, relating to or arising out of (a) the inaccuracy, non-fulfillment or
breach of any representation, warranty, covenant or Agreement made by the Client
herein, or (b) negligent or willful misconduct, occurring during the term
thereof with respect to any of the decisions made by the Client (c) a violation
of state or federal securities laws. 

(b) The Consultant shall protect, defend, indemnify and hold
the Client and its assigns and attorneys, accountants, employees, officers and
director harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs and expenses
(including reasonable attorneys’ fees) of every kind and character resulting
from, relating to or arising out of (a) the inaccuracy, non-fulfillment or
breach of any representation, warranty, covenant or Agreement made by the
Consultant herein, or (b) negligent or willful misconduct, occurring during the
term thereof with respect to any of the decisions made by the Consultant (c) a
violation of state or federal securities laws. 

16. Other Provisions. The Consultant shall disseminate a
Client Company approved Overview Report on the Client Company and all of the
Client Company’s news releases by means of “Targeted” E-Mail by posting the
Overview Report and news releases on the TheSubway.com website. The Overview
Report shall be disseminated within seven (7) working days of receiving the
approved Overview report from the Client Company. The Client Company’s news
releases shall be disseminated within two (2) working days of receiving
publicize news releases from the Client Company. The Consultant shall
disseminate as many news releases as the Client Company issues to the public
within the term of this agreement. The Consultant shall have the option to
disseminate the Overview Report and/or the Client Company’s news releases at any
time after their initial disseminations. The Consultant shall cease posting the
Overview Report or any news release within twenty-four (24) of receiving a
written notice from the Client Company requesting the Consultant to cease
posting the Overview Report and/or any specific news release. The first Overview
Report shall be posted by The Consultant no later than December 15, 2007, of
which the Client Company shall provide this first Overview Report by December 7,
2007. 

17. Service and Notices. Any service and/or notice
required or permitted to be given under this Agreement, including service of an
application(s) to a Florida court for an order seeking to confirm, vacate,
modify or correct an arbitration award pursuant to Chapter 682, Florida
Statutes, entered as a result of binding arbitration between the parties under
Paragraph 22 of this Agreement, shall be deemed sufficient if in writing and
delivered or sent by registered or certified mail, or by Federal Express or
other recognized courier to the principal office of each. 

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18. Waiver of Breach. Any waiver by either party or a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by any party. 

19. Assignment. This Agreement and the right and
obligations of the Consultant hereunder shall not be assignable without the
written consent of the Client. 

20. Applicable Law. It is the intention of the parties
hereto that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Florida and that in any action, special
proceeding or other proceedings that may be brought arising out of, in
connection with or by reason of this Agreement, the law of the State of Florida
shall be applicable and shall govern to the exclusion of the law of any other
forum, without regard to the jurisdiction on which any action or special
proceeding may be instituted. 

21. Severability. All agreements and covenants contained
herein are severable, and in the event any of them shall be held to be invalid
by any competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein. 

22. Entire Agreement. This Agreement constitutes and
embodies the entire understanding and Agreement of the parties and supersedes
and replaces all other or prior understandings, agreements and negotiations
between the parties. 

23. Waiver and Modification. Any waiver, alteration, or
modification of any of the provisions of this Agreement shall be valid only if
made in writing and signed by the parties hereto. Each party hereto, may waive
any of its rights hereunder without affecting a waiver with respect to any
subsequent occurrences or transactions hereof. 

24. Binding Arbitration. Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, and judgment on the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof. The
arbitration shall be conducted in Miami-Dade County, Florida. 

25. Counterparts and Facsimile Signature. This Agreement
may be executed simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which taken together shall constitute one and
the same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.


26. TheSUBWAY.com web site is operated by the Consultant under
a license from TheSUBWAY.com Inc., Capital Research Group, Inc. and One Source
Solutions Inc. (Licensors) and the Consultant is not the agent of any of the
Licensors and Consultant is solely responsible for all statements in and
obligations under this Agreement. 

IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Agreement, effective as of the date set forth above.


CONSULTANT: 

CRG Partners, Inc. 

                  
/s/ Joseph G.
Farrar                                                                         
November 30, 2007

By:__________________________________                       
DATE:  _________________________

Joseph G. Farrar, President / CEO



CRG Partners, Inc. 

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/s/ Peter
Antipatis                                                                          
November 30, 2007

By:__________________________________                       
DATE:  _________________________

Peter Antipatis, Vice President 

CLIENT: 

Royalite Petroleum Company Inc. 

                             
/s/ Michael L.
Cass                                                                        November
30, 2007

By:__________________________________                       
DATE:  _________________________

President

_____________________________________

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