EXHIBIT
10.1

       

       

      Exploration Agreement

       

      CONFIDENTIAL

       

      This
Exploration Agreement (the "Agreement") is entered into on the 7th Day of
February of 2011 (the "Effective Date") between , Glaux Oil and Gas LLC, a Texas
Limited Liability Company, (referred to as "GLAUX") and Bering Exploration Inc.,
a Nevada Corporation, (referred to as “BEI"). BEI and GLAUX may be referred to
as "Party" and collectively as the "Parties."

       

      BEI and
GLAUX are interested in conducting joint exploration operations, including the
drilling of an exploratory well (being the Initial Well in the Contract Area)
and development wells, for the discovery of and for the production of oil and/or
gas in an area in Borden County, Texas. Additionally BEI wishes to retain GLAUX
for up to three years to provide BEI with oil and gas prospects in a defined
area in West Texas.

       

      In
consideration of the premises and the mutual covenants and agreements set out in
this Agreement, BEI and GLAUX agree as follows;

       

      
        	
              	
                I.

              	
                Contract
      Area

              


      

       

      The
initial area covered by this Agreement, called the "Contract Area," consists of
an area of approximately 4,480 acres located in Borden County, Texas described
on the map shown as Exhibit A attached hereto and for the purpose of this
Agreement is called the "Borden #1 Prospect". BEI agrees to pursue with due
diligence and in a commercially reasonable manner to acquire leases within the
Contract Area. The parties agree that all oil and gas exploration and production
activity within the Contract Area will be exclusively conducted as per the terms
of this Agreement for the Term hereof. The parties agree that GLAUX will provide
instructions as to where leases should be obtained and that GLAUX will supervise
the process of acquiring the leases and that BEI will negotiate with the mineral
owners and that the acreage ultimately leased may vary from the map. The
decision to acquire or reject any lease in the Contract Area is the sole
decision of the BEI. A map shall be provided by BEI which will reflect the
location of all leases when the lease negotiations are completed.

       

      
        	
              	
                II. 

              	
                Fees
      and Costs

              


      

       

      BEI, by
execution hereof, agrees to pay one hundred percent (100%) of the jointly pre-approved
costs including but not limited to leasing, seismic operations, tellurics, and
other geophysical surveys, consulting fees for exploration, development and
drilling of the Initial Well and subsequent operations within the Contract Area,
except as herein provided. GLAUX will receive the following compensation for its
work on the prospect:

       

      
        
          	
                	
                  (i) 

                	
                  Prospect
      Development Fee and Consulting Fees: GLAUX will receive a Prospect
      Development Fee of $45,000 as compensation to GLAUX for its work and
      expenses incurred on the Borden #1 Prospect in accordance with the terms
      established in Exhibit C.  BEI agrees to compensate GLAUX for
      consulting time at the rate of $1,600 per day or $200 per hour for time
      worked on projects which BEI has approved in advance.
  

                


        

      

       

      
        
          	
                	
                  (ii) 

                	
                  GLAUX
      is proposing a work
plan including:

                


        

      

       

      
        
          	
                	
                  a. 

                	
                  Seismic
      review to include purchase of three lines of approximately 5 miles of 2-D
      seismic data at an estimated cost of $37,500 plus ten man days of
      interpretation;

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  b. 

                	
                  Telluric
      Survey including approximately 20 data points, plus four man days for
      travel and surveying;

                


        

      

       

      
        
          	
                	
                  c. 

                	
                  Telluric
      processing of approximately 10,000 feet at an estimated cost of
      $20,000;

                


        

      

       

      
        
          	
                	
                  d. 

                	
                  geophysical
      integration of approximately 2 man
days;

                


        

      

       

      
        
          	
                	
                  e. 

                	
                  building
      a formal Prospect Package including map preparation, seismic integration
      displays and write-up of approximately 10 man
  days;

                


        

      

       

      
        
          	
                	
                  f. 

                	
                  Additional
      assistance as required for additional man days for marketing the prospect
      to industry participants, managing well drilling, etc.;
  and

                


        

      

       

      
        
          	
                	
                  g. 

                	
                  For
      Prospect leasing, GLAUX will be paid $15 per acre for managing the lease
      acquisitions.

                


        

      

       

      
        
          	
                	
                  (iii) 

                	
                  GLAUX
      will not undertake any work, other than that which is otherwise approved
      herein, without the express written permission and approval of BEI prior
      to commencement of any work. GLAUX will provide a budget for approval by
      BEI prior to the commencement of any work that exceeds
      $10,000.

                


        

      

       

      
        	
              	
                III. 

              	
                Initial
      Well

              


      

       

      BEI will
use all reasonable efforts to commence the drilling of the Initial Well, in
search of oil and/or gas at a location on the Contract Area, within 12 months of
the Effective Date. The initial well location shall be chosen by GLAUX in
consultation with BEI.

      


      
        	
              	
                IV. 

              	
                Operator

              


      

       

      BEI shall
be the operator and will undertake and oversee all leasing, drilling,
completing
and producing activities. The parties may agree to contract with a mutually
agreeable contract operator.

       

      
        	
              	
                V. 

              	
                Marketing

              


      

       

      GLAUX
shall have the right to market its own production or to take it in kind. This
right shall be further defined in the Joint Operating Agreement.

       

      
        	
              	
                VI.

              	
                Term

              


      

       

      This
Agreement shall be for a term commencing on the Effective Date and shall
continue
in force, except as otherwise provided, for a period of the same term of the
longest lease or until a later date on which all operations then being conducted
by the terms of this Agreement have been completed and all obligations of the
Parties provided for in this Agreement have been fully discharged. The term may
be extended for additional one-year periods from year to year by the
mutual written consent of the Parties.

       

      
        	
              	
                VII. 

              	
                Notices

              


      

       

      Unless
otherwise provided, all notices and communications to be given under the
terms of
this Agreement shall be delivered by U.S. Mail, or facsimile, addressed to the
respective Parties as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      If to
BEI:

       

      Bering
Exploration, Inc.

      710 N.
Post Oak Rd., Suite 410

      Houston,
Texas 77024

       

      Telephone
Number: (713) 859-9792

      Fax
Number: (800) 861-1175

      If to
GLAUX:

       

      GLAUX Oil
and Gas, LLC

      5773
Woodway Drive, #305

      Houston,
Texas 77057

       

      Telephone
Number: (713) 439-7927

      Fax
Number: (866) 686-8583

       

      Unless
otherwise specified in the notice, the date of a notice shall be the date on
which the written or faxed notice is transmitted to the Party to whom it is
addressed. Each Party may change its address by written notice to the other
Party via U.S. Mail, fax or electronic mail. No transfer of any interest
pursuant to the terms of this Agreement shall be effective until the transferor
or transferee (after complying with all other requirements of this Agreement)
notify all other Parties of the address and designated representative of the
transferee.

       

      
        	
              	
                VIII. 

              	
                Laws
      and Regulations

              


      

       

      The terms
of this Agreement and all operations conducted under it shall be subject to all
valid laws, rules, regulations, and orders of any regulatory body having
jurisdiction, and be governed by the laws of the State of Texas. Venue for any
actions arising hereunder shall be Harris County, Texas.

       

      
        	
              	
                IX. 

              	
                Assignability

              


      

       

      This
Agreement shall be binding on the Parties and their respective heirs, successors
and assigns. All rights and obligations created by this Agreement are not
assignable without the prior written consent of BEI and GLAUX, which
consent may not be unreasonably withheld.

       

      
        	
              	
                X. 

              	
                Force
      Majeure

              


      

       

      The
obligations of each Party, except for the payment of money, shall be
suspended while, but only for so long as, a Party is prevented from complying
with an obligation in whole or in part, by strikes, lockouts, act of God,
unavoidable accidents, uncontrollable delays in transportation, inability to
obtain necessary materials in open markets, inadequate facilities for the
transportation of materials, or as a result of any order, requisition, or
necessity of the government, or other matters beyond the reasonable control of a
Party, whether similar to the matters specifically enumerated above or not;
provided, however, that performance shall be resumed within a reasonable time
after the cause of force majeure has been removed; and provided further that no
Party shall be required, against its will, to settle any labor
disputes.

       

      
        	
              	
                 XI, 

              	
                Captions
      and Titles

              


      

       

      
        The
captions and titles used in this Agreement shall not be construed as adding
meaning
to the subject matter of this Agreement, but are used only for reference and
convenience.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	
              	
                XII. 

              	
                Subsequent
      Operations in the GLAUX/BEI Area of Mutual Interest
    (“AMI”).

              


      

       

      
        
          	
                	
                  a. 

                	
                  The
      Glaux/BEI Area of Mutual Interest Retainer. This AMI is defined in Exhibit
      B. GLAUX has
      access to an aeromagnetic survey covering approximately 500,000
      acres in West Texas containing an estimated 25 undrilled leads or
      prospects. GLAUX agrees to work exclusively with BEI to further develop
      additional mutually agreeable leads or prospects in this area for three
      years from the Effective Date. GLAUX will be paid a quarterly retainer as
      defined in Exhibit C.  This amount will be credited to the
      purchase fee of any prospects presented to BEI in that quarter should BEI
      decide to purchase any prospects in said quarter. GLAUX agrees to provide
      a work plan during each quarter including the estimated cost of developing
      the prospects including seismic, telluric or other costs and BEI agrees to
      pay preapproved costs and additional consulting fees as required to
      develop the prospects. If BEI fails to pay the quarterly retainer or other
      costs as billed, GLAUX will give 30 days notice to enable BEI to remedy
      the non-payment. If payment is not received during the 30 day period,
      GLAUX has the right to terminate the remainder of the exclusive agreement
      for the remaining undeveloped prospects; however, as to developed
      prospects, this agreement shall continue. If BEI rejects the prospect(s)
      in that quarter, then GLAUX is free to market the prospect(s)
      elsewhere.  BEI agrees not to purchase any mineral interest in
      that rejected prospect area and maintain the confidentiality of same. This
      would not prevent BEI from purchasing the prospect from GLAUX at a later
      date if the parties can agree on mutually agreeable terms and
      conditions.

                


        

      

       

      
        
          	
                	
                  XIII. 

                	
                  Miscellaneous

                


        

      

       

      
        
          	
                	
                  a. 

                	
                  GLAUX
      is furnishing BEI with information which may be either nonpublic,
      confidential, or proprietary in nature and which may include, but is not
      limited to, geological and geophysical data, maps, models, and
      interpretations (the "Information"). During the Term of this
      Agreement, BEI shall keep the Information strictly confidential and shall
      not, without the consent of GLAUX, disclose the Information to any Third
      Party, provided that, GLAUX agrees that certain Information may
      be disclosed in the efforts to secure third party investment in the
      operations in the Contract Area and to satisfy reporting standards and
      requirements established by the United States Securities Act of 1933 and
      the United States Securities Exchange Act of 1934 and related legislation
      and the rules and regulations promulgated by the United States Securities
      and Exchange Commission and related state laws, as applicable,
      collectively referred to “Securities Laws”. Any third party with
      which BEI desires to share Information must execute and deliver to BEI and
      GLAUX a Confidentiality Agreement in a form acceptable to BEI and
      GLAUX.  BEI and third parties who will sign these
      Confidentiality and Non-Circumvention Agreements shall agree not to hire
      any of GLAUX’s employees or consultants during the term of the Agreement
      and for one year thereafter. GLAUX agrees to not disclose Information to
      any Third Party in the future except to assist BEI in the efforts to
      secure third party investment for BEI or for GLAUX to secure third party
      investment in the event that BEI elects to abandon or release all or any
      part of its rights in the leases within the Contract Area in the following
      paragraph without the express written permission of BEI. BEI agrees not to
      use GLAUX’s name or the name of its consultants in any press releases
      without written authorization beforehand.  GLAUX will provide
      BEI with mutually agreeable non confidential information for use in
      investor presentations that will not require a Confidentiality
      agreement.

                


        

      

       

      
        
          	
                	
                  b. 

                	
                  In
      the event BEI should elect to abandon or release all or any part of its
      rights in the leases lying within the Contract Area, any renewals or
      extensions of those leases, or any joint property, BEI shall notify GLAUX
      no less than three (3) months in advance of any abandonment or release,
      and if requested to do so, within ten (10) days of the receipt of notice
      by GLAUX, shall immediately assign all such rights to GLAUX at no cost to
      GLAUX.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  c. 

                	
                  The
      parties will meet at least once every three months to discuss BEI's
      progress in leasing and developing the Contract Area. If BEI decides not
      to pursue certain prospective areas within the Contract Area, it will
      notify GLAUX in writing. GLAUX will then have the right to receive
      assignment of the unused leases and to pursue these areas independently
      without an obligation to compensate
BEI.

                


        

      

       

      
        
          	
                	
                  d. 

                	
                  BEI
      will use its best efforts to lease approximately 1,000 acres, more or
      less, as identified by GLAUX.  If BEI fails to lease the
      aforementioned acreage or drill at least one well in the Contract Area
      during the period of one year from the date of this Agreement, this
      Agreement shall terminate, at the sole option of GLAUX with respect to the
      unleased acreage within the Contract Area. Termination of this Agreement
      by GLAUX does not relieve either BEI or GLAUX of its confidentiality
      obligations and GLAUX's compensation, including any ORRIs or BIAPWIs. Upon
      Termination, BEI will return all prospect information pertaining to
      unleased areas and agrees to not pursue any unleased prospect areas. In
      the event BEI decides to sell any of its interests in the Contract Area,
      GLAUX will be given "tag along" rights and will be able to sell its
      interests at a price per percent or MMBtu that is the same as BEI's
      price.

                


        

      

       

      
        
          	
                	
                  e. 

                	
                  GLAUX agrees to provide
      BEI with consulting time at a rate of $1,600 per day. GLAUX will receive
      reimbursement for any out of pocket expenses, including travel expenses
      involved in providing the consulting services.  All such
      expenditures must be approved by BEI in
advance.

                


        

      

       

      
        
          	
                	
                  f. 

                	
                  GLAUX
      shall be deemed an Independent Contractor and shall be responsible for its
      own taxes. The Parties hereto do not intend to create any type of
      partnership or joint venture
hereby.

                


        

      

       

      
        
          	
                	
                  g. 

                	
                  This
      Agreement is binding on and shall inure to the benefit of the Parties and
      their respective heirs, devises, legal representatives, successors, and
      assigns.

                


        

      

       

      
        
          	
                	
                  h. 

                	
                  GLAUX
      shall have audit rights during normal business hours to the extent
      reasonably
      necessary, at its own expense, to verify the compliance with the terms of
      this Agreement.

                


        

      

       

      
        
          	
                	
                  i. 

                	
                  This
      Agreement may be executed in any number of counterparts, each of which
      shall be considered an original for all purposes, and all counterparts
      together shall be deemed one and the same
  Agreement.

                


        

      

       

      
        
          	
                	
                  j. 

                	
                  GLAUX
      will receive copies of all geophysical data, including interpretations,
      pertaining
      to the prospective areas from BEI as the data is obtained provided BEI's
      licensees allows same as BEI’s contracted
  consultant.

                


        

      

       

      
        
          	
                	
                  k. 

                	
                  BEI
      will receive copies of all existing micro-magnetic, geophysical,
      petrophysical and/or subsurface data, including interpretations,
      pertaining to the individual prospective areas from GLAUX as the data is
      obtained.

                


        

      

       

      
        
          	
                	
                  l. 

                	
                  Either
      Party hereto may pursue legal action against the opposite Party for
      damages or other remedies arising from a default hereunder. The successful
      Party is entitled to recover attorney's fees and cost from the opposite
      Party.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  m. 

                	
                  BEI
      hereby acknowledges that they have reviewed all information, including the
      Disclaimer describing the risks inherent in the oil and gas exploration
      business furnished by or on behalf of GLAUX; and that they are
      sophisticated investors who understand the risks in this venture and the
      oil and gas business generally; and they understand that GLAUX does not
      guarantee that BEI will be successful in obtaining the leases in the
      Contract Area on terms and conditions that will be acceptable to BEI. BEI
      relies on its own investigation of facts and circumstances in deciding to
      enter into this Agreement and agrees it has not relied on any
      representations of Glaux or its agents or representatives unless same is
      stated herein.

                


        

      

       

      
        
          	
                	
                  n. 

                	
                  The
      Confidential Information is provided "AS IS" without warranty of any kind,
      express or implied, and without liability for any damages whatsoever
      relating to BEI's use of the Confidential Information. GLAUX and its
      affiliates do not guarantee that the wells will be successful and past
      performance is no guarantee of future results. GLAUX is not transferring
      any licenses or rights to any of its proprietary technology. BEI agrees
      not to use any of GLAUX’s vendors or consultants without prior written
      permission.

                


        

      

       

      Agreed to
on the date first written above:

       

       

      BEI:

      


      /s/ Steven M.
Plumb

      By:
Steven M. Plumb, CPA

      Title:
Chief Financial Officer

      


      


      GLAUX:

      


      


      /s/ Carl
McCutcheon

      By: Carl
McCutcheon

      Title:
Member