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INTRODUCTION AGREEMENT

Construction Loan Agreement

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This Construction Loan Agreement involves

FELLOWS ENERGY LTD

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Title: INTRODUCTION AGREEMENT
Date: 3/31/2005

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Exhibit 10.13

 

CONFIDENTIAL

 

December 1, 2004

 

Mr. George S. Young

President & CEO

Fellows Energy

370 Interlocken Boulevard, Suite 400

Broomfield, CO 80021

 

Dear Mr. Young:

 

As set forth herein, this letter confirms our agreement with respect to Axiom Capital Management, Inc.’s (“Axiom”) introduction of John McGrain, Jed Oil, Enterra Energy, and JMG Exploration (together with their affiliates and controlled persons, the “Introduced Persons”) to Fellows Energy (the “Company”) in connection with the following contemplated transactions, as well as any other transactions that may be engaged in by and between any Introduced Persons and the Company (collectively, the “Transactions”):

 

 

1.

A loan by Mr. McGrain to the Company of approximately $1,500,000 (“Loan”);

 

 

2.

A loan or investment by one or more of the Introduced Persons equal or greater than $1,500,000 to $2,000,000 to the Company (to be used in connection with development and drilling of Company projects (“Project Financing”); and

 

 

3.

One or more Introduced Persons will finance future projects of the Company (“Future Financings”).

 

The Company expressly agrees and acknowledges that under no circumstances will Axiom be liable for failure of any Introduced Person to consummate any Transaction. The Company will promptly notify Axiom if any Transaction contains a contingency which must be satisfied prior to such Transaction being consummated.

 

For its introductions, Axiom shall be compensated as follows:

 

 

a.

3% of the amount of the Loan, to be paid in cash;

 

 

b.

10% of the amount of any Project Financing, to be paid in registered stock of the Company at a price of $1 per share, i.e., $1,500,000 Financing = 150,000 shares; and

 

 

c.

For any Future Financings, 1% of any revenues received by the Company from projects that result from these Future Financings and 1% of any revenue or sale proceeds received by the Company from the sale of these projects.

 

The Company will notify Axiom within 10 days of the consummation of any Transaction. All compensation shall be paid to Axiom within 30 days of consummation of the related Transaction.

 

Axiom will not provide advice to the Company nor to Introduced Persons and will not negotiate the terms of any Transaction between any Introduced Person and the Company. Axiom will not be responsible fo


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