KEN CLEVELAND EMPLOYMENT AGREEMENT

WHEREAS, the Company is engaged in the business of exploring for and producing oil and natural gas; and

WHEREAS, Company desires to retain the services of the Employee as an employee of the Company and the Employee desires employment with the Company upon the following terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants and premises, the receipt and sufficiency of such mutual consideration if hereby acknowledged and confessed by the Company and Employee, and to induce Company to hire the Employee on the terms and conditions hereinafter form, the Company and Employee hereby agree as follows:

1.01            Employment .  The Company hereby employs the Employee on a part time basis, and the Employee accepts such employment with the Company, to serve the Company as Chief Financial Officer.

1.02            Employment Term .  Employee’s employment hereunder shall be for a term of six (6) months commencing as of August 1, 2008, unless earlier terminated pursuant to Article 5 hereof.  If on the expiration date of the Employment Term the Employee is still employed by the Company, this Agreement, upon mutual written consent, may be extended for successive one (1) month terms, subject to being earlier terminated pursuant to Article 5. The term "Employment Term" shall mean the term stated herein and all renewals and extensions of Employee’s employment hereunder.

2.01            Duties .  During the Employment Term, Employee shall render such services as Chief Financial Officer to the Company and its Affiliates (as defined in section 4.07 below) as are reasonably required by the Board of Directors of the Company (hereinafter "Board of Directors" or the "Board") and may be required by virtue of the office(s) and positions held by Employee.

3.01            Base Salary .  As compensation for services hereunder and in consideration for the protective covenants set forth in Article 5 hereof, the Employee shall be paid a monthly salary of $12,694.00 beginning August 1, 2008, paid twice monthly in accordance with the Company’s standard payroll procedures.

4.01            General .  Employee expressly acknowledges and agrees that he will be given access to and become familiar with business methods, trade secrets, and other proprietary information developed at the Company’s expense, which is valuable, unique, and essential to the performance of Employee’s duties hereunder, as well as being essential to the overall continued success and business goodwill of the Company.  Employee expressly acknowledges and agrees that the Trade Secrets (as hereinafter defined) are proprietary and confidential and if any of the Trade Secrets was imparted to or became known by any persons, including Employee, engaging in a business in any way competitive with that of the Company’s, such would result in hardship, loss, irreparable injury and damage to the Company, and that the measurement of which would be difficult, if not impossible, to determine.  Accordingly, Employee expressly agrees that (I) the Company has a legitimate interest in protecting the Trade Secrets and its business goodwill, (ii) it is necessary for the Company to protect its business from such hardship, loss, irreparable injury and damage, (iii) the following covenants are a reasonable means by which to accomplish that purpose, and (iv) violation of any of the protective covenants contained herein shall constitute a breach of trust and is grounds for immediate dismissal and for appropriate legal action for damages, enforcement and/or injunction.

4.02            Trade Secrets .  It is understood that during the course of his employment hereunder and for all time thereafter, the Employee will have access to and become familiar with certain proprietary and confidential information of the Company which is not generally known to the public (the "Trade Secrets’’), which includes, by way of illustration and not by way of limitation:

Employee acknowledges that the Trade Secrets give the Company an advantage over its competitors, and that the same is not available to or known by the Company’s competitors or the general public.  Employee further acknowledges that the Company has devoted substantial time, money, and effort in the development of the Trade Secrets and in maintaining the proprietary and confidential nature thereof.  Employee further acknowledges his position with the Company is one of the highest trust and confidence by reason of Employee’s knowledge of, access to, and contact with the Trade Secrets.  Employee agrees to use his best efforts and exercise utmost diligence to protect and safeguard the Trade Secrets.  Employee covenants that, during the term of this Agreement and for all time thereafter regardless of which party terminates this Agreement he will not disclose, disseminate or distribute to another, nor induce any other person to disclose, disseminate or distribute, any Trade Secrets of the Company, directly or indirectly, either for Employee’s own benefit or for the benefit of another, whether or not acquired, learned, obtained or developed by Employee alone or in conjunction with others, nor w