Aspen Group Resources (ASRPF)

[Amaunet]

Agreement with Mercer

The Corporation does not have employment contracts with any of its Executive Officers, other than with Jack Wheeler, its Chairman and Chief Executive Officer and Ron Mercer, President and Chief Operating Officer. The agreement with Mr. Wheeler is effective until January 1, 2006, with automatic one year renewals thereafter. He is paid a base salary of US$200,000 per year, to be reviewed annually by the Board of Directors of the Corporation. The agreement with Mr. Mercer is effective until January 1, 2006, with automatic one year renewals thereafter. He is paid a base salary of US$150,000 per year, to be reviewed annually by the Board of Directors of the Corporation. Under the terms of both Employment Agreements, in the event of termination without cause or change of control, each is to receive sixty (60) months salary and bonus. There is no severance compensation otherwise payable. - DEF 14A