EXECUTIVE CONSULTING AGREEMENT

EXECUTIVE CONSULTING AGREEMENT

Allan Marter

THIS AGREEMENT takes effect on January 1, 2008.

B E T W E E N:

• • • • Aurelio Resource Corporation , a company continued under the laws of Nevada and having its registered office at 5554 South Prince Street, suite 200, Littleton, CO 80120.

        (herein called the " Company ")

OF THE FIRST PART:

Allan Marter

• • • • (herein called the " Executive ")

        • • • • • • • • • • • • OF THE SECOND PART

        A N D:

        Waiata Inc. , a Colorado company having its registered office at 1428 W. Briarwood Avenue, Littleton, CO 80120

        (herein called the " Consultant Company ")

OF THE THIRD PART

WHEREAS:

1.  

2. The Company carries on the business of the acquisition, exploration and development of mineral properties (the " Company's Business ");

3.  

4. The Executive has extensive experience in financing and administration of mining and mineral exploration companies; and

5.  

6. The Company is desirous of retaining the Executive which will cause the Executive to provide professional and technical consulting services as a consultant to the Company on the terms, conditions and covenants of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable considerations (the receipt and sufficiency whereof are hereby acknowledged), the Company and the Executive hereby agree as follows:

1.  

2. Subject always to the general control and direction of the President and Chief Executive Officer (the " CEO "), the Company hereby retains the Executive as a consultant and the Executive hereby agrees to provide Consulting Services (as defined in paragraph 2 below) in respect of the Company's Business activities in Colorado, Arizona, Nevada and/or Mexico. Executive hereby agrees that it will provide the requested Consulting Services.

3.  

4. The Executive shall use his reasonable best efforts to provide Consulting Services (as defined below) to the Company and its subsidiaries in connection with the Company's business in our claim areas and when reasonably requested by the Company, provided that the duties requested by the Company shall be commensurate with the experience and the expertise of the Executive. Without restricting the generality of the foregoing, the Executive shall provide the following services to the Company during the duration of this Agreement as and when requested by the Company (the " Consulting Services "):

5. a. to act as Chief Financial Officer and as a Director of the Company;

   b. to provide assistance and guidance to the Company and its subsidiaries in financing and administrative matters; and

   c. to provide other, mutually agreed services.

    

6. The Executive shall use his best efforts in the performance of his duties as may be reasonably requested by the Company from time to time, and exercise his powers and discharge his duties honestly, in good faith and in the best interest of the Company and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances in the promotion of the best interests of the Company.

7.  

8. The Executive shall be required to devote an average of 1 and one-half days per week of his time attention and ability to the business affairs of the Company and shall, subject to the provisions of paragraphs 12, 13 and 14 hereof, be entitled to engage in other business activities, provided that the Executive shall use his reasonable best efforts to devote his time to the Company to carry out his obligations hereunder.

9.  

10. The Executive shall be responsible to and report to the CEO of the Company, and to other personnel as may be directed by the CEO or the Board.

11.  

12. The Company shall provide the Executive with access to and copies of information that the Executive may reasonably require to provide the Consulting Services hereunder.

13.  

14. The Company shall pay the Executive a consulting fee (the " Consulting Fee ") in the amount of US$5000.00 per month for Consulting Services rendered to the Company as and when deemed appropriate between the Executive and the Company, and an additional $5000 per month payable in Common Stock of the Company from the Company's Stock Compensation Plan. On a quarterly basis, time in excess of the one and a half days per week shall be paid for by the company at a rate to be agreed between the Company and the Consultant Company.

8. Where this Agreement is terminated by the Company prior to its expiration date (unless said termination is due to cause as defined herein), the Company shall forthwith pay to the Executive as liquidated damages an amount equal to the balance of the Consulting Fees due for the term of this Agreement, multiplied by a factor of 2.5. In such event, Company shall further issue to Consultant Company a number of shares from the Company's 2006 Incentive Compensation Plan (" Stock Compensation Plan ") equal to 25% of the unallocated portion under such Plan, plus an additional 500,000 restricted common shares of the Company. For purposes hereof, a " Change of Control " of the Company prior to the expiration date of this Agreement shall be deemed, at the discretion of the Consultant, early termination of this Agreement without cause, and for purposes hereof, a "Change of Control" shall be defined as the acquisition by any Shareholder of a 50% or more beneficial ownership of the issued and outstanding Shares of the Company. "Beneficial ownership" with respect to any share means any person or entity which directly or indirectly, through any contract, arrangement, voting trust, understanding, relationship or otherwise, has or shares (a) voting power which includes the power to vote, or to direct the voting of, such Share; and/or (b) investment power which includes the power to dispose, or to direct the disposition of, such Share. A person or entity shall also be deemed to be the beneficial owner of a Share for purpose of this Agreement, if the person or entity has the right to acquire beneficial ownership of such Share. When two or more persons or entities act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, transferring or voting such Share, such syndicate or groups shall be deed a "person" purposes of this Agreement.

9. The Company shall pay the Executive, as the case may be, for legitimate and, as practical, provable expenses the Executive incurs with respect to the Company's business (collectively the " Ordinary Expenses ") provided that any single expense exceeding US $2,000 (an " Extraordinary Expense ") must be pre-approved by the CEO or the Board prior to incurring such expense for Company business.

10. The Executive shall invoice the Company monthly in an amount equal to the Consulting Fee and the Ordinary Expenses and Extraordinary Expenses, if any and as the case may be, owing to the Executive. The invoices shall be accompanied by a daily record of principal services and activities described in reasonable detail along with receipts for all expenses. Each invoice shall be due and payable by the Company when the invoice is received by the Company, subject to review and approval by the Company.

11. As further consideration for the Consulting Services, the Executive has been granted various options (the " Options ") to purchase common shares of the Company at various exercise prices, subject to regulatory approvals and on the terms of a stock option agreement and the Company's Stock Option Plan. Additional stock options may be granted on a yearly basis.

12. The Executive acknowledges that the Company's business is extremely competitive and that disclosure of any information about the business, properties, prospects or financial affairs of the Company would place the Company at a competitive disadvantage. The Executive shall use reasonable effort to preserve and protect the confidential nature of any information concerning the business, properties, prospects or financial affairs of the Company or any of its dealings, transactions or affairs which may be disclosed to the Executive by the employees, officers or agents of the Company during the duration of this Agreement or information obtained from or in connection with services provided to the Company by the Executive hereunder. Without restricting the generality of the foregoing, the Executive shall not:

• • • • a. disclo