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Consulting Services Agreement

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Date: 5/24/2005

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


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

(the “Consultant”)


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

(the “Company”)


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:




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


“Agreement” means this agreement dated as of May 1, 2005 and made between the Company and the Consultant as the same is from time to time amended;


“Board” means the Board of Directors of the Company;



“Business” means the business carried on by the Company from time to time;











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“Business Day” means any day other than a day which is a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;


“Term” means the term during which this Agreement shall be in full force as defined by section 5.01 of this Agreement; and

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.


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.


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.



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


Without limiting the generality of section 2.01, the Consultant shall:



perform such management services in relation to the Company and the Business as the Board from time to time may request of him;


in the performance of his management services, observe and comply with all policies and guidelines of the Company and all resolutions and directions from time to time made or given by the Board;


comply with all applicable laws, rules, regulations and orders of any authority having jurisdiction over the affairs of the Company and the Business;


perform his management services honestly, in good faith and in the best interests of the Company exercising the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;










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devote so much time and attention to the affairs of the Company as is required to complete, or cause the completion of, his management services as described in Section 2.01 herein, on a timely basis;



conform to such hours of work as may from time to time be reasonably required of it; and


perform his management services in such manner as the Consultant sees fit provided that such performance shall always meet with the standards of the Company.


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, or co-venturer or partner of, the Company. Without limiting the generality of the foregoing, this Agreement is an independent contractor agreement and is not nor will it be deemed to be an employment agreement, co-venturer agreement or partnership agreement and nothing in this Agreement will be construed so as to make this Agreement an employment agreement, co-venturer agreement or partnership agreement.

No Employment Benefits

2.04                  Neither the Consultant nor any of his employees shall be entitled to any registered pension fund or plan contributions, group sickness or accident insurance coverage, medical service plan coverage, supplementary employment benefits, profit sharing or group term life insurance, vacation pay or any other type of benefit provided by the Company to the employees of the Company.

No Unemployment Benefits

2.05                  The Consultant acknowledges that as an independent contractor, the Consultant shall not qualify for any assistance under any Employment Insurance Act in Canada or the United States.




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