EMPLOYMENT AGREEMENT

EXHIBIT 10.1

JAMES C. STEINHAUSER EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”), is made and entered into this 26th day of January, 2009, but effective  January 13, 2009 (the “Effective Date”), by and between PetroHunter Operating Company,   a Maryland corporation (the “ Employer ”), and James C. Steinhauser, an individual  (the “ Employee ”).

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1 .

“ Agreement ” means this Employment Agreement, as amended, restated or otherwise modified from time to time.

(a)   trade secrets concerning the business and affairs of the Employer, whether a technical, business or other nature that is disclosed to the Employee or that is otherwise learned by Employee in the course of employment with the Company, including but not limited to know-how, processes, designs, samples, inventions and ideas, past, current, and planned property or mineral acquisition, and all information related thereto, exploration or development activities or methods, customer and vendor lists, business plans as well as any other information, however documented, that is a trade secret within the meaning of the Colorado Trade Secrets Act, as in effect as of the date hereof and as amended from time to time; and

(b)   information concerning the business and affairs of the Employer (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, however documented).

(c)   "Confidential Information" shall not include information, data, knowledge and know-how that (a) is in the Employee’s possession prior to disclosure to the recipient party, (b) is in the public domain prior to disclosure to the Employee, (c) lawfully enters the public domain through no violation of this Agreement after disclosure to the Employee, (d) becomes available to the Employee on a non-confidential basis from a source other than the Employer, provided that such source is not known by the Employee to be bound by a confidentiality agreement with the Employer or another party,

“ Employee Invention ” means any idea, invention, or improvement (whether patentable or not), any industrial design (whether registrable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates to the business then being conducted or proposed to be conducted by the Employer.

“ Employment Period ” means the period of the Employee’s employment under this Agreement.

2.1   Employment . The Employer hereby employs the Employee, and the Employee hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement.

2.2   Term . The Employer hereby employs the Employee effective as of the Effective Date.  The employment with the Employer is not for any specified period of time.  As a result, either the Employer or the Employee is free to terminate the employment relationship at any time, subject to the other provisions of this Agreement.  Unless earlier terminated, this Agreement will terminate on December 31, 2013.

2.3   Termination . If the Employee is terminated by the Employer for any reason (including a Change of Control as hereinafter defined), other than For Cause, he will receive Salary and Benefits as severance in an amount equal to six months of Salary.  No severance payments will be made until Employee executes a valid release of any and all claims that he may have relating to his employment against the Employer and its agents in a form provided by the Employer.  If the Employee is terminated For Cause, or resigns, his Salary and Benefits will terminate immediately upon leaving the Employer.  The Employer may terminate Employee For Cause only after (a) Employee has had the opportunity to discuss such termination with the Board of Directors, (b) the Board of Directors of the Employer has adopted a resolution terminating Employee’s employment and specifying, in reasonable detail, the “For Cause” termination, and (c) the Employee shall have received written notice of such action, which notice shall include a copy of the resolution specifying the “For Cause” termination.  If a matter purportedly giving rise to a “For Cause” termination could be cured by Employee, the Board of Directors shall not take any action to terminate the Employee hereunder unless and until the Employee has received written notice by or on behalf of the Board of Directors of the Employer specifying such cause and Employee shall have failed to cure or correct such cause within 30 days after receiving such notice.

(i)   an event resulting in any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than (1) the Employer or any Affiliate of the Employer as of the date of this Agreement, (2) any employee benefit plan of the Employer or any Affiliate of the Employer, or (3) any person or entity

(ii)   consummation of a reorganization, merger or consolidation of the Employer (a “ Business Combination ”), in each case, unless, following such Business Combination, the individuals and entities who were the beneficial owners of outstanding voting securities of the Employer immediately prior to such Business Combination beneficially own, by reason of such ownership of the Employer’s voting securities immediately before the Business Combination, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Employer resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Employer or all or substantially all of the Employer’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the outstanding voting securities of the Employer immediately prior to such Business Combination; or

(iii)   approval by the stockholders of the Employer of a complete liquidation or dissolution of the Employer.

Notwithstanding the foregoing subparagraphs (i) through (iii), in no event shall any transaction or series of transactions entered into between the Employer, or their respective Affiliates as of the date of this Agreement or entities wholly owned by the forgoing, or changes associated therewith, be considered a Change in Control.

2.4   Duties . The Employee will have such duties as are assigned or delegated to the Employee by the Board. The Employee will devote substantially all of his business time, attention, skill, and energy to the business of the Employer, will use his best efforts to promote the success of the Employer’s business, and will cooperate fully with the Board in the advancement of the best interests of the Employer.  Employee will not compete with the Employer during the Employment Period.  Nothing in this Section 2.4 , however, will prevent the Employee from engaging in additional activities in connection with personal investments and community affairs that are not inconsistent with the Employee’s duties under this Agreement.  At the Employer’s request, Employee may also perform services for companies that have a business relationship with the Employer.  Unless agreed to by the Employer, Employee will receive no additional Salary or Benefits or other compensation for these services.

3.1   Salary . The Employee will be paid an annual salary of $225,000 (the “ Salary ”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no less frequently than monthly.   During the term of this Agreement, the salary may be increased by the Board.

3.2   Benefits . During the Employment Period, the Employee shall be permitted to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical, and other employee benefit plans of the Employer that may be in effect from time to time, to the extent the Employee is eligible under the terms of those plans (collectively, the “ Benefits ”).

3.3   Stock Options .  The Employee will receive stock option grants totaling 1,000,000 stock options of PetroHunter Energy Corporation common stock (the “ Stock Options ”) to be priced at the last reported sale price of the common stock as quoted on the OTC Bulletin Board