As filed with the Securities and Exchange Commission on June 20, 2001
                                  Reg. No. 33



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                         UNDERTHE SECURITIES ACT OF 1933
                       -----------------------------------

                            Imperial Petroleum, Inc.


      Nevada                                                      0-9923
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or organization)                               identification No.)

100 NW Second Street, Suite 312
Evansville, Indiana 47708
(812) 424-7948
                ------------------------------------------------

                       ADVISORY AND CONSULTING AGREEMENTS


                        --------------------------------

Jeffery T. Wilson
President
100 NW Second Street
Evansville, Indiana 47708
(812) 424-7948

Copy to:
Rebecca Wilson, Esq.
2681 W. MacArthur Blvd, Suite 168
Santa Ana, CA 92704
(714) 850-3356  (714) 850-3368 (fax)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered: Common Stock (par value .01)
Amount to be Registered :  5,000,000
Proposed Maximum Offering Price per Share: $0.25
Proposed Maximum Aggregate Offering Price: $1,250,000
Amount of Registration Fee:  $315

Estimated  solely for the purpose of determining the amount of registration  fee
and  pursuant to Rules 457(c) and 457 (h) of the General  Rules and  Regulations
under the  Securities  Act of 1993,  based upon the exercise  price of 5,000,000
options at $0.25 per share.
<PAGE>


                                     PART I



INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

     *Information  required  by  Part 1 to be  contained  in the  Section  10(a)
prospectus is omitted from the  registration  statement in accordance  with Rule
428 under the Securities Act of 1933.



                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by Imperial Petroleum,  Inc., (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference herein:

(a)  the  Company's  annual report on Form 10-KSB for the fiscal year ended July
     31, 2000 (Commission File No. 0-107441):

(b)  all other reports filed by the Company pursuant to Section 13(a) or Section
     15 (d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"), since July 31, 2000 through the date hereof; and

(c)  any document filed by the Company with the Commission  pursuant to Sections
     13(a),  13( c),  14 or 15(d) of the  Exchange  Act  subsequent  to the date
     hereof,  but prior to the  filing  of a  post-effective  amendment  to this
     Registration  Statement  which  indicates  that all shares of Common  Stock
     registered  hereunder have been sold or that deregisters all such shares of
     common  Stock then  remaining  unsold,  such  documents  being deemed to be
     incorporated  by  reference  herein and to be part  hereof from the date of
     filing of such documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officer

     The  Certificate  of   Incorporation  of  the  Company  provides  that  all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:
<PAGE>

     The corporation  shall, to the fullest extent  permitted by the Act, as the
same  may be  amended  and  supplemented,  indemnify  all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.

     Such right to  indemnification or advancement of expenses shall continue as
to a person who has ceased to be a director,  officer, employee, or agent of the
corporation,  and shall  inure to the  benefit  of the  heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

Commission Policy

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may be  permitted  to  directors,  officers  or  persons
controlling the Company pursuant to the foregoing provisions,  or otherwise, the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8.     Exhibits

     The  Exhibits  to this  registration  statement  are listed in the index to
Exhibits on page 8.

Item 9. Undertakings

(a)  The undersigned registrant hereby undertakes:

(1)  To file  during  any  period in which  offers or sales  are being  made,  a
     post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          securities Act 1933:

     To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement:

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement; provided, however, that paragraph (1)(i) and (I)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those paragraph is contained in periodic reports filed by
          the Company  pursuant to Section 13 or Section 15 (d) of the  Exchange
          Act that are incorporated by reference in this Registration Statement.
<PAGE>

(2)  That for the purpose of determining  any liability under the Securities Act
     of 1933, each such  post-effective  amendments  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     To remove from  registration by means of a post-effective  amendment any of
the securities being registered  hereunder that remain unsold at the termination
of the offering.

     The undersigned  Company hereby undertakes that for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein and the offering of such  securities  at that time shall be deemed to be
the initial bona fide offering thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the Company pursuant to the  above-described  provisions or otherwise,  the
     Company  has  been  advised  that in the  opinion  of the  Commission  such
     indemnification is against public policy as expressed in the Securities act
     of 1933 and is,  therefore,  unenforceable.  In the event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company of expenses incurred or paid by a director,  officer or controlling
     person of the  Company in the  successful  defense of any  action,  suit or
     proceeding) is asserted by such director,  officer or controlling person in
     connection with the securities being  registered,  the Company will, unless
     in the opinion of its counsel  the matter has been  settled by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Securities  Act of 1933 and will be governed by the final  adjudication
     of such issue.



SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana on June 20, 2001.

Imperial Petroleum, Inc.
                                                   By  /s/ Jeffery T. Wilson
                                                   Jeffery T. Wilson, President


     Each person whose signature  appears below hereby  constitutes and appoints
Jeffery T. Wilson as his true and lawful  attorney-in-fact  and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead  in any and all  capacities  to  sign  any and all  amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.  Pursuant to the  requirements  of the Securities Act of
1933, this  registration  statement was signed by the following persons in their
capacities and on the dates indicated.
<PAGE>

Signature                     Title                                 Date
/s/ Jeffery T. Wilson
Jeffery T. Wilson             President & CEO                      June 7, 2001

/s/ Malcom W. Henley
Malcom W. Henley              Director                             June 7, 2001

/s/ Stacey D. Smethers
Stacey D. Smethers            Secretary & Director                 June 7, 2001



INDEX TO EXHIBITS


Exhibit
NO.:
Description:

     Advisory and Consulting Agreements

     5.1 Opinion of Counsel, regarding the legality of the securities registered
hereunder.

     23.1 Consent of Independent Public Accountants.

     Consent of Counsel (included as part of Exhibit 5.1)


Exhibit 4.1


Advisory and Consulting Agreements


                        Number of Shares/Options

      4.1 (a)                            1,000,000

      4.1 (b)                            1,250,000

      4.1 (c)                              750,000

      4.1 (d)                              250,000

      4.1 (e)                              250,000

      4.1 (f)                              250,000

      4.1 (g)                              750,000

      4.1 (h)                              250,000

      4.1 (i)                              250,000

<PAGE>



Exhibit 4.1 (a)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Stephen J. Fryer, 2201 Alta Vista, Newport Beach, CA 92660,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

                                            WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The implementation of a domestic marketing program to enable the Company to
     broaden the markets for its  services  and promote the image of the Company
     and its products and services;

(c)  Advise the  Company  relative  to the  recruitment  and  employment  of key
     executives consistent with the expansion of operations of the Company;
<PAGE>

(d)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof; and

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
1,000,000  shares of the Company's  Common Stock with an exercise price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services  shall be  reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other address or facsimile  telephone  number, as the Party shall have
     furnished in writing to the other Party.
<PAGE>

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment:  The warrants  under this Agreement are assignable at the discretion
     of the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                          CONSULTANT



/s/ Jeffery T. Wilson                                       /s/Stephen J. Fryer
Jeffery T. Wilson,  President                               Stephen J. Fryer




Exhibit 4.1 (b)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Jay Chung,  2791 W.  MacArthur  Blvd., # 168, Santa Ana, CA
92704, ("Consultant") and Imperial Petroleum, Inc. with offices at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and
<PAGE>

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

NOW, THEREFORE,  in consideration of the mutual covenants hereinafter stated, it
     is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  contracts,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.
<PAGE>

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
1,250,000  shares of the Company's Common Stock with the exercise price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services,  shall be reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.



6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company,  will rely on the continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.
<PAGE>

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                               CONSULTANT



 /s/ Jeffery T. Wilson                                 /s/ Jay Chung
Jeffery T. Wilson , President                          Jay Chung




Exhibit 4.1 (c)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Rebecca Wilson,  2681 W. MacArthur Blvd.,  Suite 168, Santa
Ana, CA 92704,  ("Consultant") and Imperial Petroleum,  Inc. with offices at 100
NW Second Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.
<PAGE>

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  contracts,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
750,000  shares of the Company's  Common Stock with the exercise  price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services,  shall be reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

<PAGE>


6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company,  will rely on the continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.



Imperial Petroleum, Inc.                               CONSULTANT



 /s/ Jeffery T. Wilson                                 /s/ Rebecca Wilson
 Jeffery T. Wilson , President                         Rebecca Wilson

<PAGE>





Exhibit 4.1 (d)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between  David  Livingston,  1372  Apsley Rd.,  Santa Ana, CA 92705,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.
<PAGE>

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.


5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.
6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.
<PAGE>

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT



 /s/ Jeffery T. Wilson                                    /s/David Livingston
Jeffery T. Wilson , President                             David Livingston






Exhibit 4.1 (e)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Marmar  Salimian,  25432 Cadillac  Drive,  Laguna Hills,  CA
92653, ("Consultant") and Imperial Petroleum, Inc. with offices at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and
<PAGE>

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.
<PAGE>

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.


5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.
<PAGE>

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT



 /s/ Jeffery T. Wilson                                    /s/Marmar Salimian
 Jeffery T. Wilson , President                            Marmar Salimian





Exhibit 4.1 (f)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Heather  Clinger,  2613 West Currie #B, Santa Ana, CA 92704,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:
<PAGE>

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

<PAGE>

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.
<PAGE>

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT



 /s/ Jeffery T. Wilson                                    /s/Heather Clinger
 Jeffery T. Wilson , President                            Heather Clinger










Exhibit 4.1 (g)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Rose Baclet,  17174  Buttonwood,  Fountain Valley, CA 92708,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.
<PAGE>

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.


5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
750,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.
<PAGE>

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).
<PAGE>

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT



 /s/ Jeffery T. Wilson                                    /s/Rose Baclet
 Jeffery T. Wilson , President                            Rose Baclet




Exhibit 4.1 (h)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Kristine Pham, 325 20th Street,  Huntington Beach, CA 92648,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
<PAGE>

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and   common   stock   private   or  public   financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.


5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.
<PAGE>

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT



 /s/ Jeffery T. Wilson                                    /s/Kristine Pham
 Jeffery T. Wilson , President                            Kristine Pham



<PAGE>

Exhibit 4.1 (i)


CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Bob Dietrich, 11 Hickory, Irvine, CA 92614,  ("Consultant")
and Imperial  Petroleum,  Inc. with offices at 100 NW Second  Street,  Suite 312
Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  contracts,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.
<PAGE>

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000  shares of the Company's  Common Stock with the exercise  price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services,  shall be reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.



6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company,  will rely on the continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.
<PAGE>

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                CONSULTANT



 /s/ Jeffery T. Wilson                                  /s/Bob Dietrich
 Jeffery T. Wilson , President                          Bob Dietrich


<PAGE>








Exhibit 5.1
OPINION OF COUNSEL

Rebecca Wilson
Attorney at Law
2961W. MacArthur, Suite 120
Santa Ana, CA 92704
(714) 850-3356 / (714) 850-3368 (fax)

June 15, 2001

Imperial Petroleum, Inc.
100 NW Second Street, Suite 312
Evansville, Indiana 47708

Re:   Registration Statement on Form S-8

Gentleman:

     I have acted as counsel for Imperial  Petroleum,  Inc. (the "Company"),  in
connection  with  the  preparation  and  filing  of the  Company's  Registration
statement  on Form S-8  under  the  Securities  Act of 1933,  as  amended,  (the
"Registration Statement"),  relating to 5,000,000 shares of the Company's common
stock, no par value,  (the "common stock"),  issuable  pursuant to the Company's
Advisory and Consultants Agreements, (the "Plan").

     I have  examined the  Certificate  of  Incorporation,  as amended,  and the
By-Laws of the Company and all amendments  thereto,  the Registration  Statement
and  originals,  or copies  certified  to my  satisfaction,  of such records and
meetings,  written  actions  in lieu of  meetings,  or  resolutions  adopted  at
meetings,  of the  directors  of the  Company,  and  such  other  documents  and
instruments  as in my judgment  are  necessary  or  appropriate  to enable me to
render the opinions expressed below.

     Based on the foregoing examination,  I am of the opinion that the shares of
Common Stock  issuable  with the Plan are duly  authorized  and,  when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.

     Further,  I consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.


Very truly yours,

/s/ Rebecca Wilson
Rebecca Wilson, Esq.








<PAGE>




Exhibit 23.1




CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



     We have audited the year-end financial  statements for Imperial  Petroleum,
Inc. ended July 31, 2000.  Managements  financial  statements  appear consistent
with prior audited years as to the  application  of  accounting  principals.  We
consent to the use of the aforementioned report in this registration statement.



      /s/xxxxxxxxxxxxx
      June 25, 2001
[{"type": "S-8", "sequence": "1", "filename": "newimpt.txt", "description": "IMPT-ADVISORY & CONSULTING AGREEMENTS", "secsgml_size_bytes": 90725}]
{"company-data": {"conformed-name": "IMPERIAL PETROLEUM INC", "cik": "0000355356", "assigned-sic": "1381", "irs-number": "953386019", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63982", "film-number": "1669091"}, "business-address": {"street1": "3015 EAST SKELLY DRIVE", "street2": "STE 350", "city": "TULSA", "state": "OK", "zip": "74105", "phone": "8124247948"}, "mail-address": {"street1": "3015 EAST SKELLY DRIVE", "street2": "SUITE 350", "city": "TULSA", "state": "OK", "zip": "74105"}}
As filed with the Securities and Exchange Commission on June 20, 2001
                                  Reg. No. 33

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                         UNDERTHE SECURITIES ACT OF 1933
                       -----------------------------------

                            Imperial Petroleum, Inc.

      Nevada                                                      0-9923
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or organization)                               identification No.)

100 NW Second Street, Suite 312
Evansville, Indiana 47708
(812) 424-7948
                ------------------------------------------------

                       ADVISORY AND CONSULTING AGREEMENTS

                        --------------------------------

Jeffery T. Wilson
President
100 NW Second Street
Evansville, Indiana 47708
(812) 424-7948

Copy to:
Rebecca Wilson, Esq.
2681 W. MacArthur Blvd, Suite 168
Santa Ana, CA 92704
(714) 850-3356  (714) 850-3368 (fax)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered: Common Stock (par value .01)
Amount to be Registered :  5,000,000
Proposed Maximum Offering Price per Share: $0.25
Proposed Maximum Aggregate Offering Price: $1,250,000
Amount of Registration Fee:  $315

Estimated  solely for the purpose of determining the amount of registration  fee
and  pursuant to Rules 457(c) and 457 (h) of the General  Rules and  Regulations
under the  Securities  Act of 1993,  based upon the exercise  price of 5,000,000
options at $0.25 per share.
PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

     *Information  required  by  Part 1 to be  contained  in the  Section  10(a)
prospectus is omitted from the  registration  statement in accordance  with Rule
428 under the Securities Act of 1933.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by Imperial Petroleum,  Inc., (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference herein:

(a)  the  Company's  annual report on Form 10-KSB for the fiscal year ended July
     31, 2000 (Commission File No. 0-107441):

(b)  all other reports filed by the Company pursuant to Section 13(a) or Section
     15 (d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"), since July 31, 2000 through the date hereof; and

(c)  any document filed by the Company with the Commission  pursuant to Sections
     13(a),  13( c),  14 or 15(d) of the  Exchange  Act  subsequent  to the date
     hereof,  but prior to the  filing  of a  post-effective  amendment  to this
     Registration  Statement  which  indicates  that all shares of Common  Stock
     registered  hereunder have been sold or that deregisters all such shares of
     common  Stock then  remaining  unsold,  such  documents  being deemed to be
     incorporated  by  reference  herein and to be part  hereof from the date of
     filing of such documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officer

     The  Certificate  of   Incorporation  of  the  Company  provides  that  all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:
The corporation  shall, to the fullest extent  permitted by the Act, as the
same  may be  amended  and  supplemented,  indemnify  all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.

     Such right to  indemnification or advancement of expenses shall continue as
to a person who has ceased to be a director,  officer, employee, or agent of the
corporation,  and shall  inure to the  benefit  of the  heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

Commission Policy

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may be  permitted  to  directors,  officers  or  persons
controlling the Company pursuant to the foregoing provisions,  or otherwise, the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8.     Exhibits

     The  Exhibits  to this  registration  statement  are listed in the index to
Exhibits on page 8.

Item 9. Undertakings

(a)  The undersigned registrant hereby undertakes:

(1)  To file  during  any  period in which  offers or sales  are being  made,  a
     post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          securities Act 1933:

     To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement:

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement; provided, however, that paragraph (1)(i) and (I)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those paragraph is contained in periodic reports filed by
          the Company  pursuant to Section 13 or Section 15 (d) of the  Exchange
          Act that are incorporated by reference in this Registration Statement.
(2)  That for the purpose of determining  any liability under the Securities Act
     of 1933, each such  post-effective  amendments  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     To remove from  registration by means of a post-effective  amendment any of
the securities being registered  hereunder that remain unsold at the termination
of the offering.

     The undersigned  Company hereby undertakes that for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein and the offering of such  securities  at that time shall be deemed to be
the initial bona fide offering thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the Company pursuant to the  above-described  provisions or otherwise,  the
     Company  has  been  advised  that in the  opinion  of the  Commission  such
     indemnification is against public policy as expressed in the Securities act
     of 1933 and is,  therefore,  unenforceable.  In the event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company of expenses incurred or paid by a director,  officer or controlling
     person of the  Company in the  successful  defense of any  action,  suit or
     proceeding) is asserted by such director,  officer or controlling person in
     connection with the securities being  registered,  the Company will, unless
     in the opinion of its counsel  the matter has been  settled by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Securities  Act of 1933 and will be governed by the final  adjudication
     of such issue.

SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana on June 20, 2001.

Imperial Petroleum, Inc.
                                                   By  /s/ Jeffery T. Wilson
                                                   Jeffery T. Wilson, President

     Each person whose signature  appears below hereby  constitutes and appoints
Jeffery T. Wilson as his true and lawful  attorney-in-fact  and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead  in any and all  capacities  to  sign  any and all  amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.  Pursuant to the  requirements  of the Securities Act of
1933, this  registration  statement was signed by the following persons in their
capacities and on the dates indicated.
Signature                     Title                                 Date
/s/ Jeffery T. Wilson
Jeffery T. Wilson             President & CEO                      June 7, 2001

/s/ Malcom W. Henley
Malcom W. Henley              Director                             June 7, 2001

/s/ Stacey D. Smethers
Stacey D. Smethers            Secretary & Director                 June 7, 2001

INDEX TO EXHIBITS

Exhibit
NO.:
Description:

     Advisory and Consulting Agreements

     5.1 Opinion of Counsel, regarding the legality of the securities registered
hereunder.

     23.1 Consent of Independent Public Accountants.

     Consent of Counsel (included as part of Exhibit 5.1)

Exhibit 4.1

Advisory and Consulting Agreements

                        Number of Shares/Options

      4.1 (a)                            1,000,000

      4.1 (b)                            1,250,000

      4.1 (c)                              750,000

      4.1 (d)                              250,000

      4.1 (e)                              250,000

      4.1 (f)                              250,000

      4.1 (g)                              750,000

      4.1 (h)                              250,000

      4.1 (i)                              250,000
Exhibit 4.1 (a)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Stephen J. Fryer, 2201 Alta Vista, Newport Beach, CA 92660,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

                                            WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The implementation of a domestic marketing program to enable the Company to
     broaden the markets for its  services  and promote the image of the Company
     and its products and services;

(c)  Advise the  Company  relative  to the  recruitment  and  employment  of key
     executives consistent with the expansion of operations of the Company;
(d)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof; and

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
1,000,000  shares of the Company's  Common Stock with an exercise price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services  shall be  reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other address or facsimile  telephone  number, as the Party shall have
     furnished in writing to the other Party.
Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment:  The warrants  under this Agreement are assignable at the discretion
     of the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                          CONSULTANT

/s/ Jeffery T. Wilson                                       /s/Stephen J. Fryer
Jeffery T. Wilson,  President                               Stephen J. Fryer

Exhibit 4.1 (b)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Jay Chung,  2791 W.  MacArthur  Blvd., # 168, Santa Ana, CA
92704, ("Consultant") and Imperial Petroleum, Inc. with offices at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and
WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

NOW, THEREFORE,  in consideration of the mutual covenants hereinafter stated, it
     is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  contracts,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.
5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
1,250,000  shares of the Company's Common Stock with the exercise price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services,  shall be reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company,  will rely on the continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.
Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                               CONSULTANT

 /s/ Jeffery T. Wilson                                 /s/ Jay Chung
Jeffery T. Wilson , President                          Jay Chung

Exhibit 4.1 (c)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Rebecca Wilson,  2681 W. MacArthur Blvd.,  Suite 168, Santa
Ana, CA 92704,  ("Consultant") and Imperial Petroleum,  Inc. with offices at 100
NW Second Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.
2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  contracts,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
750,000  shares of the Company's  Common Stock with the exercise  price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services,  shall be reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.
6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company,  will rely on the continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                               CONSULTANT

 /s/ Jeffery T. Wilson                                 /s/ Rebecca Wilson
 Jeffery T. Wilson , President                         Rebecca Wilson
Exhibit 4.1 (d)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between  David  Livingston,  1372  Apsley Rd.,  Santa Ana, CA 92705,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.
(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.
6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.
Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT

 /s/ Jeffery T. Wilson                                    /s/David Livingston
Jeffery T. Wilson , President                             David Livingston

Exhibit 4.1 (e)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Marmar  Salimian,  25432 Cadillac  Drive,  Laguna Hills,  CA
92653, ("Consultant") and Imperial Petroleum, Inc. with offices at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and
WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.
4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT

 /s/ Jeffery T. Wilson                                    /s/Marmar Salimian
 Jeffery T. Wilson , President                            Marmar Salimian

Exhibit 4.1 (f)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Heather  Clinger,  2613 West Currie #B, Santa Ana, CA 92704,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:
1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.
5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.
Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT

 /s/ Jeffery T. Wilson                                    /s/Heather Clinger
 Jeffery T. Wilson , President                            Heather Clinger

Exhibit 4.1 (g)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Rose Baclet,  17174  Buttonwood,  Fountain Valley, CA 92708,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.
2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
750,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.
6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT

 /s/ Jeffery T. Wilson                                    /s/Rose Baclet
 Jeffery T. Wilson , President                            Rose Baclet

Exhibit 4.1 (h)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001 by and between Kristine Pham, 325 20th Street,  Huntington Beach, CA 92648,
("Consultant")  and  Imperial  Petroleum,  Inc.  with  offices  at 100 NW Second
Street, Suite 312 Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002 unless  earlier  terminated  in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.

(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and   common   stock   private   or  public   financing.

(e)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock equity private or public financing.

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000 shares of the Company's  Common Stock at $0.25 per share,  which options
shall expire on May 30, 2002 at 5:00 P.M.  P.S.T.  Consultant  in providing  the
foregoing  services,  shall be  reimbursed  for any  pre-approved  out-of-pocket
costs, including,  without limitation,  travel, lodging, telephone,  postage and
Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing  from the Company will rely on the  continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.
Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.

Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                  CONSULTANT

 /s/ Jeffery T. Wilson                                    /s/Kristine Pham
 Jeffery T. Wilson , President                            Kristine Pham
Exhibit 4.1 (i)

CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of June 15,
2001, by and between Bob Dietrich, 11 Hickory, Irvine, CA 92614,  ("Consultant")
and Imperial  Petroleum,  Inc. with offices at 100 NW Second  Street,  Suite 312
Evansville, Indiana 47708 (the "Company").

WITNESSETH

WHEREAS, the Company requires and will continue to require  consulting  services
     relating to management, strategic planning and marketing in connection with
     its business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
     marketing  consulting  services and is desirous of performing such services
     for the Company; and

WHEREAS, the Company  wishes to induce  Consultant to provide  these  consulting
     services to the Company,

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
stated, it is agreed as follows:

1.    APPOINTMENT.

     The Company  hereby  engages  Consultant  and  Consultant  agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter set forth.

2.    TERM.

     The  term  of  this  Consulting  Agreement  began  as of the  date  of this
Agreement,  and shall  terminate on May 30, 2002,  unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

3.    SERVICES.

     During the term of this  Agreement,  Consultant  shall  provide  advice to,
undertake  for and consult with the Company  concerning  management,  contracts,
consulting,  strategic planning, corporate organization and structure, financial
matters in  connection  with the  operation  of the  businesses  of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company  regarding  its overall  progress,  needs and  condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

(a)  The implementation of short-range and long-term strategic planning to fully
     develop and enhance the Company's assets, resources, products and services;

(b)  The  implementation of a marketing program to enable the Company to broaden
     the markets for its  services  and promote the image of the Company and its
     products and services;

(c)  The  identification,  evaluation,  structuring,  negotiating and closing of
     joint ventures, strategic alliances,  business acquisitions and advice with
     regard to the ongoing  managing  and  operating of such  acquisitions  upon
     consummation thereof.
(d)  Advice and  recommendations  regarding  corporate  financing  including the
     structure,  terms and content of bank loans,  institutional  loans, private
     debt funding, mezzanine financing, blind pool financing and other preferred
     and common stock private or public financing

4.    DUTIES OF THE COMPANY.

     The Company shall provide  Consultant,  on a regular and timely basis, with
all approved data and information  about it, its  subsidiaries,  its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

5.    COMPENSATION.

     The  Company  will  immediately  grant  Consultant  the option to  purchase
250,000  shares of the Company's  Common Stock with the exercise  price at $0.25
per share,  which option shall  expire on May 30, 2002 at 5:00 P.M.  P.S.T.  The
number of shares  herein are  subject  to the  anti-dilution  provisions  of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in providing  the foregoing  services,  shall be reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

6.    REPRESENTATION AND INDEMNIFICATION.

     The Company  shall be deemed to have been made a continuing  representation
of the  accuracy of any and all facts,  material  information  and data which it
supplies to Consultant and  acknowledges its awareness that Consultant will rely
on  such  continuing   representation  in  disseminating  such  information  and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company,  will rely on the continuing  accuracy of material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

7.    MISCELLANEOUS.

Termination:  This  Agreement  may be  terminated  by either  Party upon written
     notice to the other Party for any reason which shall be effective  five (5)
     business  days  from  the  date of such  notice.  This  Agreement  shall be
     terminated  immediately  upon written  notice for  material  breach of this
     Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
     the Parties  with respect to the subject  matter  hereof.  This  Consulting
     Agreement may be amended only in writing signed by both Parties.

Notices: Any notice  required or  permitted  to be given  hereunder  shall be in
     writing  and  shall be  mailed  or  otherwise  delivered  in  person  or by
     facsimile  transmission  at the address of such Party set forth above or to
     such other  address or facsimile  telephone  number as the Party shall have
     furnished in writing to the other Party.
Waiver:  Any  waiver  by  either  Party  of a breach  of any  provision  of this
     Consulting Agreement shall not operate as or be construed to be a waiver of
     any other breach of that provision or of any breach of any other  provision
     of this Consulting Agreement.  The failure of a Party to insist upon strict
     adherence to any term of this Consulting Agreement on one or more occasions
     will not be  considered  a  waiver  or  deprive  that  Party  of the  right
     thereafter to insist upon  adherence to that term of any other term of this
     Consulting Agreement.

Assignment: The Options under this Agreement are assignable at the discretion of
     the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
     or unenforceable,  the balance of this Consulting Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
     Consulting  Agreement shall be submitted to arbitration  under the rules of
     the American  Arbitration  Association  and the decision of the  arbiter(s)
     shall be enforceable in any court having jurisdiction thereof.  Arbitration
     shall  occur  only  in  Orange  County,  CA.  The  interpretation  and  the
     enforcement  of this  Agreement  shall be  governed  by  California  Law as
     applied to  residents  of the State of  California  relating  to  contracts
     executed in and to be performed  solely within the State of California.  In
     the event any dispute is arbitrated, the prevailing Party (as determined by
     the  arbiter(s))  shall be  entitled  to recover  that  Party's  reasonable
     attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  WHEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.

Imperial Petroleum, Inc.                                CONSULTANT

 /s/ Jeffery T. Wilson                                  /s/Bob Dietrich
 Jeffery T. Wilson , President                          Bob Dietrich
Exhibit 5.1
OPINION OF COUNSEL

Rebecca Wilson
Attorney at Law
2961W. MacArthur, Suite 120
Santa Ana, CA 92704
(714) 850-3356 / (714) 850-3368 (fax)

June 15, 2001

Imperial Petroleum, Inc.
100 NW Second Street, Suite 312
Evansville, Indiana 47708

Re:   Registration Statement on Form S-8

Gentleman:

     I have acted as counsel for Imperial  Petroleum,  Inc. (the "Company"),  in
connection  with  the  preparation  and  filing  of the  Company's  Registration
statement  on Form S-8  under  the  Securities  Act of 1933,  as  amended,  (the
"Registration Statement"),  relating to 5,000,000 shares of the Company's common
stock, no par value,  (the "common stock"),  issuable  pursuant to the Company's
Advisory and Consultants Agreements, (the "Plan").

     I have  examined the  Certificate  of  Incorporation,  as amended,  and the
By-Laws of the Company and all amendments  thereto,  the Registration  Statement
and  originals,  or copies  certified  to my  satisfaction,  of such records and
meetings,  written  actions  in lieu of  meetings,  or  resolutions  adopted  at
meetings,  of the  directors  of the  Company,  and  such  other  documents  and
instruments  as in my judgment  are  necessary  or  appropriate  to enable me to
render the opinions expressed below.

     Based on the foregoing examination,  I am of the opinion that the shares of
Common Stock  issuable  with the Plan are duly  authorized  and,  when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.

     Further,  I consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.

Very truly yours,

/s/ Rebecca Wilson
Rebecca Wilson, Esq.
Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We have audited the year-end financial  statements for Imperial  Petroleum,
Inc. ended July 31, 2000.  Managements  financial  statements  appear consistent
with prior audited years as to the  application  of  accounting  principals.  We
consent to the use of the aforementioned report in this registration statement.

      /s/xxxxxxxxxxxxx
      June 25, 2001