RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“ Agreement ”) is entered into on May 22, 2009 by and between Petro Resources Corporation, a Delaware corporation (the “ Company ”), and Ronald D. Ormand (the “ Recipient ”).

B.  The shares will not be granted under the Company’s 2006 Stock Incentive Plan (“ Plan ”), however, as a matter of convenience, this Agreement incorporates certain terms and conditions from the Plan, as it exists as of the date of this Agreement, as expressly provided herein.

C.  This Agreement is entered into concurrent with the execution and delivery of that certain Employment Agreement (“ Employment Agreement ”) and that certain Option Agreement (“ Option Agreement”) both of even date herewith and entered into between the Recipient and the Company.

It is hereby agreed as follows:

1.  Grant of Restricted Stock .  The Company hereby grants, as of May 22, 2009 (the “ Date of Grant ”), to Recipient, 1,250,000 shares of restricted Common Stock (collectively the " Restricted Stock ").  The Restricted Stock shall be subject to the terms, conditions and restrictions set forth in this Agreement.  Except as otherwise determined by the board of directors (“ Board ”) of the Company, this Agreement and the Restricted Stock granted hereby shall be administered on behalf of the Company by the Compensation and Nominating Committee (“ Committee ”) of the Board. All agreements, notices and waivers to be made by, or delivered to, the Company under this Agreement shall be made by, or delivered to, the Committee, except as otherwise determined by the Board.

2.  Vesting of Restricted Stock .

(a)  The shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Recipient remains in continuous employment of the Company through and on the applicable vesting date:

(i)  500,000 Shares shall vest on January 1, 2010.

(ii)  187,500 Shares shall vest subject to and upon the Company’s satisfaction in full of the performance condition set forth in Section 2(a) of the Option Agreement on or before May 22, 2010.

(iii)  187,500 Shares shall vest subject to and upon the Common Stock’s satisfaction in full of the performance condition set forth in Section 2(b) of the Option Agreement on or before May 22, 2011.

(iv)  187,500 Shares shall vest subject to and upon the Common Stock’s satisfaction in full of the performance condition set forth in Section 2(c) of the Option Agreement on or before May 22, 2012.

(v)  187,500 Shares shall vest subject to and upon the Company’s satisfaction in full of the performance condition set forth in Section 2(d) of the Option Agreement on or before May 22, 2011.

There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date.

(b) The Restricted Stock also shall become vested at such earlier times, if any, as shall be provided in this Agreement or as shall otherwise be determined by the Committee in its sole and absolute discretion.

(c)  For purposes of this Agreement, the following terms shall have the meanings indicated:

(i)  “ Non-Vested Shares ” means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2.

(ii)  “ Vested Shares ” means any portion of the Restricted Stock subject to this Agreement that is and has become vested pursuant to this Section 2.

3.   Delivery of Restricted Stock .

(a)  One or more stock certificates evidencing the Restricted Stock shall be issued in the name of the Recipient but shall be held and retained by the Secretary of the Company until the date (the “ Applicable Date ”) on which the shares (or a portion thereof) subject to this Restricted Stock award become Vested Shares pursuant to Section 2 hereof, subject to the provisions of Section 4 hereof.  All such stock certificates shall bear the following legends, along with such other legends that the Committee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES.

(b)  Recipient shall deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing shares of Restricted Stock until such shares become Vested Shares.  If Recipient shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books and records of the Company.

(c)  On or after each Applicable Date, upon written request to the Company by Recipient, the Company shall promptly cause a new certificate or certificates to be issued for and with respect to all shares that become Vested Shares on that Applicable Date, which certificate(s) shall be delivered to Recipient as soon as administratively practicable after the date of receipt by the Company of Recipient's written request.  The new certificate or certificates shall not bear the legend set forth in Section 3(a) but shall continue to bear those other legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions on transferability and/or obligations and restrictions under the Securities Act of 1933, as amended).

4.  Effect of Termination of Employment or Other Relationship .  In the event Recipient’s employment with the Company terminates for any reason, all Non-Vested Shares then held by Recipient shall be forfeited immediately upon such termination and shall revert back to the Company without any payment to Recipient; provided , however , in the event Recipient’s employment with the Company terminates due to Involuntary Termination (as such term is defined in the Employment Agreement), then any Non-Vested Shares as of the date of such Involuntary Termination shall remain outstanding and subject to this Agreement and shall become vested if the vesting condition with respect to such Non-Vested Shares set forth in Section 2 is satisfied on the earlier of (a) the vesting date with respect to such Non-Vested Shares set forth in Section 2 and (b) the (i) second anniversary of the date of such Involuntary Termination if such Involuntary Termination occurs on or before the first anniversary of the Effective Date and (ii) first anniversary of the date of such Involuntary Termination if such Involuntary Termination occurs after the first anniversary of the Effective Date.  Non-Vested Shares as of the date of such Involuntary Termination shall be forfeited immediately upon the earlier of the dates sets forth in subsections (a) and (b) above if the vesting condition with respect to such Non-Vested Shares is not satisfied by the earlier of the two aforementioned dates.  Unless the Committee otherwise determines in its reasonable discretion, Recipient’s employment will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Company, as determined by the Committee in its reasonable discretion based upon such records.  The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of Recipient’s forfeiture of Non-Vested Shares pursuant to this Section 4.

5.  Rights w