This consulting agreement (the "Consulting Agreement") made as of the 9th day of May, 2000, by and between
PARRISH BRIAN & CO., INC. with an office at 577 Chestnut Ridge Road, Woodcliff Lake, New Jersey
07675 ("PBCI") and FIELDPOINT PETROLEUM CORP., 1703 Edelweiss Drive, Cedar Park, Texas 78613
WHEREAS, FPPC is an independent oil & gas company; and
WHEREAS, FPPC is a publicly traded entity under the rules of the NATIONAL ASSOCIATION OF
SECURITIES DEALERS and trades on the OTC ELECTRONIC BULLETIN BOARD; and
WHEREAS, FPPC requires certain financial and business development services; and
WHEREAS, PBCI is engaged in the business of providing consulting and business development services and is
desirous of performing such services for FPPC; and
WHEREAS, FPPC and PBCI desire to memorialize their relationship in a written document; and WHEREAS,
the execution of this Agreement has been approved by the Board of Directors of FPPC.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER
STATED, INTENDED TO BE LEGALLY BOUND, THE PARTIES HAVE AGREED AS
FPPC hereby appoints PBCI as its non-exclusive consultant and business development representative and
hereby retains PBCI and PBCI accepts such appointment and agrees to perform the services specified in a
competent, professional, and faithful manner upon the terms and conditions hereinafter set forth.
The term of this Agreement shall commence upon PBCI's receipt of shares described in Section 7(a)(I) hereof
and continue for five (5) years thereafter, subject to the right of either party hereto to terminate this Agreement for
any reason upon thirty (30) days written notice to the other party.
(a) PBCI shall assist in establishing and advising FPPC with respect to general business planning, development
and implementation of such plans and strategies including the development and expansion of FPPC's present
business and new business ventures;
(b) PBCI sh