CONSULTING AGREEMENT

EXHIBIT 10.6

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) dated as of April 1, 2009 is entered by and between Terra Energy & Resource Technologies, Inc. (the “Company”) and Roman Rozenberg (the “Consultant”).

W I T N E S S E T H

WHEREAS, the Consultant provides business consulting services; and

WHEREAS, the Company wishes to engage the Consultant upon the terms and subject to the conditions set forth herein, and the Consultant desires to enter into this Agreement and accept such engagement upon such terms and conditions.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.         Term . The term of this Agreement shall commence on the date hereof (the “Commencement Date”) and shall end on the one year anniversary date of this Agreement (the “Termination Date”).

2.         Duties and Authority . During the term of this Agreement, the Consultant shall perform the functions of a business consultant and provide such services consistent with such a position as is requested by the Company. The services contemplated by this Agreement are to attract prospective customers of the Company’s for fee service operations.

3.         Fee . Upon execution of this Agreement, the Company shall issue to Consultant warrants to purchase 3,000,000 shares of the Company’s common stock, exercisable for a term of three (3) years from the date of this Agreement at $0.05 per share. The warrants shall vest on April 30, 2009. The vesting schedule is subject to the Consultant’s relationship with the Company hereunder. The warrants will be in substantially the form attached hereto as Exhibit A.

4.         Taxes . It is the intention and agreement of the parties that Consultant shall be responsible for the payment of all taxes imposed on or related to Consultant’s performance of the services hereunder. The Company shall issue a Form 1099 reflecting all amounts paid hereunder to Consultant.

5.         Independent Contractor . In performing the Consulting Services, Consultant shall at all times be an independent contractor and not an agent, employee or representative of the Company. Consultant shall not represent, negotiate or otherwise act on behalf of the Company with respect to any matter unless specifically authorized by the Company to do so. This Agreement is a personal service contract. This Agreement is not assignable by the Consultant, nor may Consultant delegate any performance hereof, absent the specific written approval of the Company.

6.         Governing Law . The laws of the State of New York (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any action or proceedings arising out of or relating to either this Agreement or the relationship of the parties shall be had only in a federal or state court located in the County of New York in the State of New York. The parties expressly agree to personal jurisdiction of in such federal or state courts in New York County. Each party knowingly, voluntarily, and intentionally waives its right to a trial by jury in any litigation arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any litigation, whether sounding in contract, tort or otherwise. Each party acknowledges that it has received the advice of competent counsel.

7.         Miscellaneous . This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. The parties may amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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

TECHNOLOGIES, INC.

Roman Rozenberg

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EXHIBIT A

THIS WARRANT, AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT PURSUANT TO WHICH THIS WARRANT IS ISSUED, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.

Common Stock Purchase Warrant

Right to Purchase 3,000,000 Shares of Common Stock

Warrant No. 090401-1

THIS CERTIFIES THAT, for value received, pursuant to that certain Consulting Agreement dated as of April 1, 2009 (the “Consulting Agreement”) by Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”) and the Holder herein specified, ROMAN ROZENBERG (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the above-specified Issue Date (subject to vesting) and at or prior to the close of business (5 pm EST, New York time) on the above-specified Expiration Date, but not thereafter, to subscribe for and purchase from the Company, up to 3,000,000 fully paid and nonassessable shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the Exercise Price (as defined in Section 3 below). In the event of any conflict between the terms of this Warrant and the Consulting Agreement pursuant to which this Warrant is issued, this Warrant shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Consulting Agreement.

1.     Title to Warrant. Prior to the Expiration Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto, properly endorsed.

2.     Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, Liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(c) The Holder shall not, in the thirty (30) trading day period preceding the exercise of any portion of this Warrant, sell or short sell the Common Stock of the Company, or otherwise engage in any transaction that would in any way negatively affect the trading price of the Common Stock of the Company.

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(d) Except as provided in this Section 3 and Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Issue Date, and before the close of business on the Expiration Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto, duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder hereof within three (3) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date this Warrant has been exercised by payment to, and receipt thereof by, the Company of the Exercise Price and, to the extent applicable in cases of issuances to designees of the named Holder of this Warrant, any transfer-tax reimbursements provided for under the proviso in Section 6 hereof. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new warrant shall in all other respects be identical with this Warrant.

4.     No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to the Exercise Price.

5.     Vesting; Exercisability. The warrants shall vest on April 30, 2009. Notwithstanding anything to the contrary herein, exercisability shall be subject to prior vesting.

6.     Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant, or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto, duly executed by the Holder hereof; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

7.     Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant.

(a) Subject to compliance with any applicable securities laws and the Securities Purchase Agreement and exhibits thereto, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new warrant or warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned, may be exercised by a new holder for the purchase of shares of Common Stock without having a new warrant issued.

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(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 8(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 8.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration, and the registration of transfer, of the Warrants.

9.     No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a shareho