EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into on May 22, 2009 (“ Effective Date ”) by and between Petro Resources Corporation, a Delaware corporation (“ Company ”), and Ronald D. Ormand (“ Executive ”).

Company is desirous of employing Executive in an executive capacity on the terms and conditions and for the consideration, hereinafter set forth and Executive is desirous of being employed by Company on such terms and conditions and for such consideration.

It is agreed as follows:

1.1    Definitions .

(a)   “Annual Base Salary” shall mean Executive’s annual base salary as of the date of his Involuntary Termination, determined pursuant to Section 4.1.

(b)   “Board” shall mean the board of directors of Company.

(c)   “Business Territories” shall mean all field locations in which the Company has activities directly related to the exploration or production and sale of oil and gas, including but not limited to, any location as to which the Company has devoted any significant efforts for production, analysis, joint venture consideration or interest even if efforts for the actual exploration or production of oil and gas have not yet commenced.

(d)   “Cause” shall mean Executive (i) has engaged in gross negligence, gross incompetence, or willful misconduct in the performance of his duties at the Company, (ii) has refused, without proper reason, to perform his duties, (iii) has materially breached any provision of this Agreement, (iv) has willfully and materially breached a significant corporate policy or code of conduct established by Company, (v) has willfully engaged in conduct that is materially injurious to Company or its subsidiaries (monetarily or otherwise), (vi) has committed an act of fraud, embezzlement, or breach of a fiduciary duty to Company or an affiliate of Company (including the unauthorized disclosure of material confidential or proprietary information of the Company or an affiliate), (vii) has been convicted of (or pleaded no contest to) a criminal act involving fraud, dishonesty, or moral turpitude or any felony, or (viii) has been convicted for any violation of U.S. or foreign securities laws or has entered into a cease and desist order with the Securities and Exchange Commission alleging violation of U.S. or foreign securities laws.

(e)   “Change of Control” shall mean a “Change in Control,” as defined under the Incentive Plan as in effect on the Effective Date.

(f)   “Change of Control Period” shall mean, with respect to a Change of Control, the one-year period beginning on the date upon which such Change of Control occurs.

(g)   “Code” shall mean the Internal Revenue Code of 1986, as amended.

(h)   “Compensation Committee” shall mean the Compensation and Nominating Committee of the Board.

(i)   “Disability” shall mean that, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from the full-time performance of his duties for six consecutive months and shall not have returned to full-time performance of his duties within 30 days after written notice of termination is given to Executive by Company (provided, however, that such notice may not be given prior to 30 days before the expiration of such six-month period).

(j)   “Good Reason” shall mean the occurrence of any one or more of the following:

(i)  a diminution in Executive’s Annual Base Salary not in accordance with Section 4.1;

(ii)  a material diminution in Executive’s authority, duties, or responsibilities from those applicable to him as of the Effective Date, including a material change in the reporting structure so that Executive reports to someone other than the Board;

(iii)  a material change in the geographic location at which Executive must perform services, which for purposes of this Agreement includes only Company requiring Executive to involuntarily relocate the geographic location of Executive’s principal place of employment by more than 10 miles from Houston, Texas; or

(iv)  a material breach by Company of any provision of this Agreement (including, without limitation, the requirements of paragraphs 2.2, 4.2, or 4.3 of this Agreement).

Notwithstanding the foregoing provisions of this Section 1.1(j) or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (1) any condition described in clauses (i) through (iv)  of this Section 1.1(j) giving rise to Executive’s termination of employment must have arisen without Executive’s consent; (2) Executive must provide written notice to Company of such condition in accordance with Section 9.3 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for a period of 30 days following receipt of such notice by Company; and (4) the date of Executive’s termination of employment must occur within one year following the initial existence of the condition specified in such notice.

(k)   “Incentive Plan” shall mean the Petro Resources 2006 Stock Incentive Plan.

(l)   “Involuntary Termination” shall mean any termination of Executive’s employment with Company which:

(i)  does not result from a resignation by Executive (other than a resignation pursuant to clause (ii) of this Section 1.1(l)); or

(ii)  results from a resignation by Executive for Good Reason;

provided, however, the term “Involuntary Termination” shall not include a termination for Cause or any termination as a result of death or Disability.

(m)   “Payment Date” shall mean the later of (i) the date that is 30 days after Executive’s termination of employment with Company or (ii) the date upon which the Release described in Section 5.6 becomes irrevocable by Executive.

1.2    Interpretations .  In this Agreement, unless a clear contrary intention appears, (a) the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision, (b) reference to any Article or Section means such Article or Section hereof, (c) the word “including” (and with correlative meaning, “include”) means including, without limiting the generality of any description preceding such term, and (d) where any provision of this Agreement refers to action to be taken by either party, or which such party is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such party.

2.1    Employment .  Effective as of the Effective Date and continuing for the period of time set forth in Section 3.1 of this Agreement, Executive’s employment by Company shall be subject to the terms and conditions of this Agreement.

2.2    Positions .  From and after the Effective Date, Company shall employ Executive in the positions of Executive Vice President and Chief Financial Officer of the Company or in such other position or positions as the parties mutually may agree.

2.3    Duties and Services .  Executive agrees to serve in the positions referred to in Section 2.2 and to perform diligently and to the best of his abilities the duties and services appertaining to such offices, as well as such additional duties and services appropriate to such offices which the parties mutually may agree upon from time to time.  Executive also agrees to serve, if elected, as an officer or director of any wholly-owned subsidiary or affiliate of Company so long as such service is commensurate with Executive’s duties and responsibilities to Company.  Executive’s employment shall also be subject to the policies maintained and established by Company that are of general applicability to Company’s executive employees, as such policies may be amended from time to time.

2.4    Other Interests .  Executive agrees, during the period of his employment by Company, to devote substantially all of his business time, energy, and best efforts to the business and affairs of Company and its affiliates and not to engage, directly or indirectly, in any other business or businesses, whether or not similar to that of Company, except as herein permitted or with the consent of the Board.  The foregoing notwithstanding, the parties recognize and agree that Executive may engage in passive personal investment and charitable activities that do not conflict with the business and affairs of Company or interfere with Executive’s performance of his duties hereunder, which shall be at the sole determination of the Board.  The Company acknowledges that Executive has disclosed to the Company Executive’s membership on the board of directors of Tremisis Energy Acquisition II Corp. and Help Worldwide, Inc. and Executive’s equity interest in Gruy Petroleum Management Co. LLC and Perugia Advisors, Inc.   Company’s acknowledgement of the foregoing outside activities shall not relieve Executive of his obligation to ensure that such activities do not conflict with the business and affairs of Company or interfere with Executive’s performance of his duties hereunder.

2.5    Duty of Loyalty .  Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best interests of Company.  In keeping with such duty, Executive shall make full disclosure to Company of all business opportunities pertaining to Company’s business and shall not appropriate for Executive’s own benefit, or appropriate for the benefit of any third party, business opportunities concerning Company’s business.

2.6    Place of Employment .  Executive’s place of employment hereunder shall be at Company’s executive offices in the greater Houston, Texas metropolitan area.

3.1    Term .  Unless sooner terminated pursuant to other provisions hereof, Company agrees to employ Executive for the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

3.2    Company’s Right to Terminate .  Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons:

(a)  upon Executive’s death;

(b)  upon Executive’s Disability;

(c)  for Cause; or

(d)  at any time, for any other reason whatsoever, in the sole discretion of the Board.

3.3    Executive’s Right to Terminate .  Notwithstanding the provisions of Section 3.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:

(a)  for Good Reason; or

(b)  at any time for any other reason whatsoever, in the sole discretion of Executive.

3.4    Notice of Termination .  If Company desires to terminate Executive’s employment hereunder at any time prior to expiration of the term of employment as provided in Section 3.1, it shall do so by giving a 30-day written notice to Executive that it has elected to terminate Executive’s employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder.  If Executive desires to terminate his employment hereunder at any time prior to expiration of the term of employment as provided in Section 3.1, he shall do so by giving a 30-day written notice to Company that he has elected to terminate his employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder.

3.5    Deemed Resignations .  Unless otherwise agreed to in writing by Company and Executive prior to the termination of Executive’s employment, any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officer of Company and each affiliate of Company and an automatic resignation of Executive from the Board (if applicable) and from the board of directors or similar governing body of any affiliate of Company and from the board of directors or similar governing body of any corporation, limited liability entity, or other entity in which Company or any affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as Company’s or such affiliate’s designee or other representative.

3.6    Meaning of Termination of Employment .  For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder.

4.1    Base Salary .  During the period of this Agreement, Executive shall receive a minimum base salary of $180,000 per annum during the first full year of employment, $200,000 per annum during the second full year of employment, and $220,000 per annum during the third full year of employment.  Executive’s base salary shall be reviewed by the Compensation Committee on an annual basis, and, in the sole discretion of the Compensation Committee, such base salary may be increased, but not decreased (except with the prior written consent of Executive), effective as of any date determined by the Compensation Committee.  Executive’s base salary shall be paid in equal installments in accordance with Company’s standard policy regarding payment of compensation to executives but no less frequently than monthly.

4.2    Stock Compensation .  Executive shall receive a grant of 1,250,000 shares of common stock of the Company pursuant to the terms and subject to the conditions of a Restricted Stock Agreement of even date herewith between Executive and Company.

4.3    Option Compensation .  Executive shall receive a grant of 1,250,000 non-statutory stock options, at an exercise equal to the volume weighted average price of the Company’s common stock on the Effective Date, pursuant to the terms and subject to the conditions of a Stock Option Agreement of even date herewith between Executive and Company.

4.4    Bonuses and Long-Term Incentive .

(a)   Annual Bonus .  Executive shall be eligible for an annual bonus of up to 100% of Executive’s Base Salary based on performance criteria set by the Compensation Committee and to otherwise participate in Company’s annual bonus plan or plans applicable to Executive, all as approved from time to time by the Compensation Committee in amounts to be determined by the Compensation Committee based upon criteria established by the Compensation Committee.

(b)   Long-Term Incentive Plan .  Subject to the sole discretion of the Compensation Committee, Executive shall also be eligible for participation in the Incentive Plan or such other long-term incentive arrangement of Company as may from time to time be made available to other executive officers of Company.  Any awards made under the Incentive Plan or such other arrangements shall be governed by Section 5.9 herein.

4.5    Other Perquisites .  During his employment hereunder, Executive shall be afforded the following benefits as incidences of his employment:

(a)   Business and Entertainment Expenses - Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business-related purposes, including dues and fees to industry and professional organizations and costs of entertainment and business development.

(b)   Vacation - During his employment hereunder, Executive shall be entitled to 4 weeks of paid vacation each calendar year (or a pro rata portion of such four-week vacation period for any partial year) and to all holidays provided to executives of Company generally.

(c)   Other Company Benefits - Executive and, to the extent applicable, Executive’s spouse, dependents, and beneficiaries, shall be allowed to participate in all benefits, plans, and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to other executive employees of Company.  Such benefits, plans, and programs shall include, without limitation, any profit sharing plan, thrift plan, health insurance or health care plan, life insurance, disability insurance, pension plan, supplemental retirement plan, vacation and sick leave plan, and the like which may be maintained by Company. Company shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such benefit plan or program, so long as such changes are similarly applicable to executive employees generally.

5.1    Termination Other Than an Involuntary Termination .  If Executive’s employment hereunder shall terminate upon expiration of the term provided in Section 3.1 hereof or if Executive’s employment hereunder shall terminate for any other reason except those described in Sections 5.2 and 5.3, then Company shall continue to provide all compensation and benefits to Executive hereunder until the date of such termination of employment, and such compensation and benefits shall terminate contemporaneously with such termination of employment.

5.2    Involuntary Termination Other Than During a Change of Control Period .  Subject to the provisions of Sections 5.6 and 5.7 hereof, if Executive’s employment by Company or any successor thereto shall be subject to an Involuntary Termination which occurs prior to the date that Change of Control Period begins or after the expiration of a Change of Control Period, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive the following amounts and take the following actions:

(a)  Pay Executive a lump sum cash payment in an amount equal to Executive’s Annual Base Salary on or before the Payment Date.

(b)  During the portion, if any, of the 12-month period commencing on the date of such Involuntary Termination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans; provided, however, that such reimbursement shall cease to be effective if and to the extent Executive becomes eligible to receive medical and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Executive).

5.3    Involuntary Termination During a Change of Control Period .  Subject to the provisions of Sections 5.6 and 5.7, if Executive’s employment by Company or any successor thereto shall be subject to an Involuntary Termination during a Change of Control Period, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive the following amounts and take the following actions:

(a)  Pay   Executive a lump sum cash payment in an amount equal to   two times Executive’s Annual Base Salary on or before the Payment Date.

(b)  During the portion, if any, of the 12-month period commencing on the date of such Involuntary Termination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans; provided, however, that such reimbursement shall cease to be effective if and to the extent Executive becomes eligible to receive medical and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Executive).

5.4    Interest on Late Payments .  If any payment provided for in Section 5.2 or 5.3 hereof is not made when due (applying the deferred payment date provided for in Sec