<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>CONSULTING AGREEMENT

<TEXT>





                              CONSULTING AGREEMENT



         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

("FPPC").



         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 FOLLOWS:



         1.  APPOINTMENT



         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.



         2.  TERM



         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.



         3.  SERVICES



         (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 shall assist FPPC in  analyzing  present  corporate  financial

needs and  possible  future  financing  and advise FPPC with  respect to capital

structure;



<PAGE>



         (c) PBCI  shall  seek to  identify  merger,  purchase,  investment  and

similar joint ventures and/or business combination candidates and assist FPPC in

the analysis,  development,  and completion of potential mergers,  acquisitions,

investments and/or joint ventures which FPPC may consider;



         (d) PBCI shall act,  generally,  as financial public relations advisor,

essentially acting as liaison between FPPC and its stockholders,  as advisor and

liaison with respect to existing and potential  market  makers,  broker-dealers,

underwriters and investors and as advisor with respect to the planning,  design,

development,  organization,  writing  and  distribution  of  communications  and

information,  including but not limited to press releases,  shareholder reports,

company profiles and other documents;



         (e) PBCI shall assist in establishing and advising FPPC with respect to

shareholder  meetings,  interviews of FPPC's officers by the financial media and

interviews of FPPC's  officers by analysts,  market makers,  broker-dealers  and

other members of the financial community;



         (f) PBCI shall seek to make FPPC,  its  management,  its  products  and

services  and its  financial  situation  and  prospects  known  to the oil & gas

industry,  financial  press  and  publications,  broker-dealers,  mutual  funds,

institutional investors, market makers, analysts,  investment advisors and other

members of the financial community as well as the financial media and the public

generally;



         (g) To the extent requested by FPPC, PBCI shall assist FPPC in securing

funding,  including  through the  exercise  of  warrants,  options,  and similar

rights, issued or to be issued;



         (h) PBCI shall provide general  consulting  services on such matters as

may be requested by the Board of Directors of FPPC.



         4.  PERFORMANCE OF SERVICES



PBCI warrants and agrees:

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