Manas Petroleum Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






IR Consulting Agreement 

This IR Consulting Agreement (the “Agreement”) is effective as
of November 22nd, 2011 and is by and between General Research GmbH,
Burgstrasse 12, D-80331 Munich, Germany hereinafter referred to as (the
“Consultant”), and Manas Petroleum Corp. with its offices located at Baar
(Switzerland) hereinafter referred to as (the “Company”).

Recitals 

            
A.             
Whereas, the purpose of this Agreement is to set forth the terms and agreement
of the parties in connection with the efforts of the Consultant to organize
Exposure of the Company predominately in Europe for the COMPANY as outlined
below. 

Agreement

            
NOW WHEREFORE, the parties hereby agree as follows: 

            
  1.             
  Appointment as Consultant. The Company hereby authorizes
  Consultant, on a non-exclusive basis, to assist the Company in getting exposure
  to investors in Europe. 

            
2.             
Consulting Program. The Consultant works out and realizes
different activities to increase the exposure of the Company to European
investors:

	 	• 	
      Organization of multiple road shows to cities such as
      Munich, Zurich, Geneva, Frankfurt,and London. The road shows will be
      co-ordinated between the Company and Consultant 

	 	• 	
      Investor Presentations 

	 	• 	
      Advising the Company in the preparation of presentation
      material and formulation of press releases 

	 	• 	
      Advising the Company for its Internet presence 

	 	• 	
      Organization of coverage in financial magazines


	 	• 	
      One-on-Ones with key banking and/or investment fund
      contacts 

	 	• 	
      Permanent update of shareholders by phone and email
    

	 	• 	
      Organization of conference calls with key shareholders
      and management 

	 	• 	
      Other activities which will increase the visibility of
      the Company in the capital markets. 



            
3.             
Consulting Period and Compensation. This agreement will
be done for an initial period of 24 months until November 16th, 2013.
After 12 months the parties will conduct a performance review. Consultant and
Company may extend this agreement afterwards. The Consultant is to receive a
monthly cash payment of EUR 5,000. Additional out of pocket expenses of the
Consultant, e. g. travel, meeting, space rentals, cost for lunch meetings etc.
will be paid by the Company. Additionally the Consultant will receive 500,000
stock options to acquire common shares at an exercise price of minimum US$
0.20.

            
4.             
Accurate Information. The Company hereby represents and
warrants that all information provided to the Consultant pertaining to the
Company shall be true and correct; and the Company shall hold Consultant
harmless from any and all liability, expenses or claims arising from the
disclosure or use of such information. 

            
5.             
Applicable Law. This Agreement is governed by and
construed under the laws of Switzerland and any action brought by either party
against the other party to enforce or interpret this Agreement shall be brought
in an appropriate court Switzerland. In the event of any such action, the
prevailing party shall recover all costs and expenses thereof, including
reasonable attorney’s fees from the closing party. 

Any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination which
cannot be amicably resolved by the Parties shall be settled by arbitration in
accordance with the Swiss Rules of Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is
submitted in accordance with these Rules:




	 	(a) 	
      The number of arbitrators shall be three.

	 	 	 
	 	(b) 	
      The seat of the arbitration shall be in Zurich,
      Switzerland.

	 	 	 
	 	(c) 	
      The arbitral proceedings shall be conducted in English
      language.



            
6.             
TSX Venture Exchange Acceptance. All obligations of the
Company and the Consultant under this Agreement are subject to the acceptance of
this Agreement by the TSX Venture Exchange and such other regulatory authorities
having jurisdiction. 

            
7.             
Miscellaneous. The parties of this contract agree upon
the written form for this contract. This agreement shall not be amended or
modified except in the written form including the cancellation of the written
form obligation. 

Should any provision of this agreement be held to be void,
unlawful or unenforceable, such provision shall be deemed stricken from this
agreement but the remaining provisions of the agreement shall continue in full
force and effect. The Parties further agree to replace such void or
unenforceable provision according to the aim and the scope of the agreement
considering the most economical legal regulation. Same is valid for the gaps in
this contract. 

         
   IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written. 

	Date: 	23/11/2011 	 	Date: 	23.11.11 
	  	  	 	  	  
	  	/s/
      Peter-Mark Vogel 	 	  	/s/
      Dr. Georg Hochwimmer 
	By: 	Peter-Mark Vogel 	 	By: 	Dr. Georg Hochwimmer 
	  	CEO 	 	  	Managing Director 
	  	Manas Petroleum Corp. 	 	  	General Research GmbH