MANAGEMENT CONSULTING AGREEMENT

MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT is made effective the 1st day of May, 2005.

BETWEEN:

DREW BONNELL, businessman, of 2320 Queens Avenue, West Vancouver, British Columbia V7V 2Y6

(the “Consultant”)

AND:

EDEN ENERGY CORP., a Nevada company having an office at Suite 1925 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6

(the “Company”)

WHEREAS:

A.                     The Company is a United States reporting company under the US Securities Exchange Act of 1934; and

B.                     The Company wishes to engage the Consultant to provide, and the Consultant has agreed to provide to the Company, certain management services, on a part-time basis, as the Chief Financial Officer and a Director for the Company.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $1.00 now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by both parties) and in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

Definitions

1.01                  In this Agreement, the following words and phrases, unless there is something in the context inconsistent therewith, shall have the following meanings:

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any other capitalized term shall have the meaning ascribed to it in this Agreement.

Captions and Section Numbers

1.02                  The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

Extended Meanings

1.03                  The words “hereof”, “herein”, “hereunder” and similar expressions used in any clause, paragraph or section of this Agreement shall relate to the whole of this Agreement and not to that clause, paragraph or section only, unless otherwise expressly provided.

Number and Gender

1.04                  Whenever the singular or masculine or neuter is used in this Agreement, the same shall be construed to mean the plural or feminine or body corporate where the context of this agreement or the parties hereto so require.

Section References

1.05                  Any reference to a particular “article”, “section”, “subsection” or other subdivision is to the particular article, section or other subdivision of this Agreement.

Governing Law

1.06                  This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and all disputes arising under this Agreement shall be referred to the Courts of the Province of British Columbia.

Severability of Clauses

1.07                  In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, such provision shall be ineffective to the extent of such illegality or unenforceability, but shall not invalidate or affect the validity, legality and enforceability of the remaining provisions of this Agreement.

Currency

1.08                  All sums of money to be paid or calculated pursuant to this Agreement shall be paid or calculated in currency of the United States unless otherwise expressly stated.

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No Contra Proferentum

1.09                  The language in all parts of this Agreement shall in all cases be construed as a whole and neither strictly for nor strictly against any of the parties.

Statutes

1.10                  Unless otherwise stated, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which supplement or supersede such statute or such regulations.

Action on Non-Business Day

1.11                  If by the terms of this Agreement any payment, delivery or event provided for herein is scheduled to take place at a time which falls on a day which is not a Business Day, such delivery, payment or event shall take place on the first Business Day next following.

ARTICLE 2

ENGAGEMENT OF CONSULTANT

Engagement of Consultant

2.01                  Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant, on a part-time basis as required, for the Term to provide to the Company certain management services including, without limitation, business administration, corporate planning and governance, managing regulatory affairs and assisting in the raising of capital. The Company and the Consultant have agreed that the Consultant will work a minimum of 15 hours per week and no more than 20 hours per week.

Duties and Responsibilities

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Consultant Status

2.03                  The Consultant shall perform his management services as an independent contractor of the Company and neither the Consultant nor any of the Consultant’s employees is nor shall be deemed to be an employee of, or co-venturer or partner of, the Company and nothing in this Agreement shall be construed so as to make either the Consultant or any of the Consultant’s employees an employee of,