Glen Rose Petroluem Corp (fka GLRP)

[MWM]

Item 1.02 Termination of a Material Definitive Agreement.




As previously disclosed, and incorporated herein by reference to Item 1.01 of the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 4, 2007 (the “ December 8-K ”), on November 28, 2007 the Corporation entered into a certain consulting agreement (the “ Consulting Agreement ”) with GWB Petroleum Consultants Ltd. (“ GWB ”), pursuant to the terms of which GWB was to provide the Corporation with the services of Mr. Geoffrey W. Beatson (“ Beatson ”), as Vice President of Engineering and Production, for a period of two years commencing on November 1, 2007, and in consideration for which the Corporation agreed to pay GWB remuneration which included, among other things, a monthly fee and the issuance of warrants to purchase shares of the Corporation’s common stock, subject to certain vesting conditions (the “ Remuneration ”).

The foregoing description of the Consulting Agreement is qualified in its entirety by the actual terms of the Consulting Agreement, a copy of which was filed as Exhibit 10.2 to the Corporation’s December 8-K and is incorporated herein by reference.




By letter dated May 19, 2008, the Corporation notified GWB that it was terminating the Consulting Agreement, effective February 1, 2008, for cause, in accordance with Section 6.2 thereof, based on Beatson’s violation of certain provisions of, and failure to perform certain duties under, the terms of the Consulting Agreement.

Under the circumstances there are no material early termination penalties to the Corporation, and no Remuneration remains outstanding or owed to GWB.








Section 5 - Corporate Governance and Management




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




As disclosed in response to Item 1.02 of this Current Report on Form 8-K, on May 19, 2008 the Corporation terminated its Vice President of Engineering and Production, Mr. Geoffrey W. Beatson, effective as of February 1, 2008.




As of the date hereof, an active search to fill the vacancy created by Beatson’s termination is underway, and while the Corporation has not yet identified a suitable replacement, it intends to make every effort to do so as soon as possible.