Employment Agreement

This Employment Agreement (“ Agreement ”), dated as of April 28, 2008 (the “ Effective Date ”), is made between Rock Energy Resources, Inc., a Delaware corporation (the “ Company ”), and Mark G. Harrington (“ Executive ”).

A.   The Company is engaged in the business of drilling for, producing and selling natural gas, natural gas liquids and crude oil (the “ Business ”).

B.   The Company and Executive desire to enter into this Agreement to govern the employment relationship between them.

Now, Therefore, in consideration of the foregoing Recitals, the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1   Employment by the Company.   The Company hereby agrees to employ Executive from the Effective Date through April 28, 2010 (including all renewal periods, if any, the “ Term ”). Such Term shall automatically renew for successive additional one-year terms unless either party provides the other with written notice of its intent not to renew this Agreement at least 90 days prior to the end of the Term (including any renewal term, as applicable) unless terminated earlier pursuant to the provisions of this Agreement. During the Term, Executive shall serve in the capacity of Vice-Chairman of the Board of Directors of the Company (the “ Board ”).

1.2   Duties and Responsibilities.   Executive shall have the duties and authority assigned to Executive by, and shall report to, the Board. In particular, Executive shall be responsible for: assisting in capital formation processes; formulation and implementation of business processes for the organization; assistance in acquisition analysis; assistance in strategic partner relations; and as an advisor to the Company’s audit and compensation committees. During the Term, Executive shall devote his time and services to the Company as he deems reasonably necessary to perform his duties, and shall carry out the Company’s policies and directives in a manner which will promote and develop the Company’s interests.

1.3   Acceptance of Employment by Executive.   Executive hereby accepts such employment and represents and warrants that (i) Executive is not restricted in any manner from providing services hereunder or from engaging in the Business, and (ii) Executive is not aware of any situation creating a conflict of interest between Executive and the Company.

2.1   Base Salary.   The Company shall pay Executive a salary at the rate of $180,000 per year of employment hereunder (the “ Base Salary ”). The Base Salary shall be payable in accordance with the payroll policies of the Company as from time to time in effect (but no less often than monthly), less such deductions as shall be required to be withheld by applicable law and regulations. The Board shall review Executive’s performance each year this Agreement is in effect and, in its sole discretion, may decide whether to increase Executive’s Base Salary.

2.2   Annual Bonus.   In addition to the Base Salary, at the discretion of the Board, the Company may award a bonus to Executive following the end of each fiscal year during the Term.

2.3   Signing Bonus.   Concurrently with the execution of this Agreement, the Company shall pay Executive a signing bonus of $30,000.

2.4   Vacation Policy.   Executive shall be entitled to paid time off on such terms generally made available to Executive officers of the Company.

2.5   Participation in Employee Benefit Plans.   At Executive’s option, the Company agrees to permit Executive during the Term, if and to the extent eligible, to participate in any group life, health care or group disability insurance plan, pension plan, similar benefit plan or other so-called “fringe benefits” of the Company which may be made generally available to other executives and employees of the Company and on such terms as any such benefits are made generally available to such executives and employees.

2.6   Expenses.   The Company shall pay or reimburse Executive for all business expenses reasonably and necessarily incurred by Executive during the Term in the performance of Executive’s services under this Agreement, in each case in accordance with Company policy.

2.7   Grant of Stock. Concurrently with the execution of this Agreement, the Company shall grant Executive 500,000 shares (the “ Grant Shares ”) of the Company’s common stock, free and clear of any liens or encumbrances of any kind or nature (collectively, “ Encumbrances ”).  Such shares shall be fully vested, not affected by any subsequent termination of this Agreement, and not be subject to repurchase by the Company; provided , however , if Executive’s employment with the Company is terminated for Cause (as defined below) or if Executive terminates his employment with the Company without Good Reason (as defined below) within (i) six months of the Effective Date, then Executive shall re-convey to the Company all 500,000 of the Grant Shares, or (ii) 12 months of the Effective Date, then Executive shall re-convey to the Company 250,000 of the Grant Shares, in either case, free and clear of any Encumbrances.

2.8   Option for Stock. Concurrently with the execution of this Agreement, the Company shall grant Executive a stock option covering 750,000 shares (the “ Option Shares ”) of the Company’s common stock.  The exercise price of such option shall be $3.00 per share, as adjusted for stock splits, stock dividends, stock subdivisions or combinations and the like. The term of such option shall be three years. Such option shall be fully vested and immediately exercisable as of the Effective Date and not affected by any subsequent termination of this Agreement, and any shares purchased by Executive shall not be subject to repurchase by the Company; provided , however , if Executive’s employment with the Company is terminated for Cause or if Executive terminates his employment with the Company without Good Reason within (i) six months of the Effective Date, then the option shall terminate as to all 750,000 of the Option Shares, or (ii) 12 months of the Effective Date, then the option shall terminate as to 375,000 of the Option Shares; provided , further , that if Executive has purchased any Option Shares in excess of the amount that Executive would otherwise be entitled pursuant to this Section 2.8 , then Executive shall sell such excess Option Shares back to the Company, free and clean of any Encumbrances, for an amount equal to the amount Executive paid for such excess Option Shares.

2.9   Office and Assistance. The Company will provide Executive with an office and support staff as necessary to perform Executive’s duties hereunder.

2.10   Insurance/Indemnity. The Company agrees to indemnify, pay for the defense of (with Executive’s choice of counsel) and hold Executive harmless from any claims which arise against Executive as a result of his employment with the Company to the maximum extent permitted by law. The Company also agrees that it will acquire and maintain Directors and Officers Liability insurance coverage in the amount of at least $3,000,000 under which Executive is a covered insured, with a carrier approved by the Board.

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3.1   Nondisclosure of Confidential Information.

(a)   Recognition of Company Rights; Nondisclosure .  For so long as Executive is employed by the Company (whether during the term of this Agreement or after its expiration, the “Employment ”), Executive will have access to Confidential Information (as defined in Section 3.1(b) ), including Confidential Information Executive has not accessed prior to the date of this Agreement. Executive recognizes that the Company’s business interests require the fullest practical protection and confidential treatment of the Confidential Information. At all times during the Employment and thereafter, Executive will hold in strictest confidence and will not disclose, use, provide access to, or publish any Confidential Information, except as such disclosure, use or publication may be required in connection with Executive’s services for the Company.  Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive will obtain the Company’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to any Confidential Information and/or any material that incorporates any Confidential Information.  Executive hereby assigns to the Company any rights Executive may have or acquire in such Confidential Information and recognizes that all Confidential Information is the sole property of the Company and its assigns.

(b)   Confidential Information . “ Confidential Information ” means all information, not generally known within the relevant trade group or by the public, including all business plans, training materials, software programs, promotional materials, illustrations, designs, plans, data bases, sources of supply, customer lists, supplier lists, trade secrets, and all other valuable or unique information and techniques acquired, developed or used by the Company relating to its business, operations, suppliers, information systems, employees and customers, regardless of whether such information is in writing, on computer disk or disk drive or in any other form. Executive expressly acknowledges and agrees that Confidential Information constitutes trade secrets and/or confidential and proprietary business information of the Company. Confidential Information shall not include information which is or becomes generally available to the public other than through disclosure by Executive or by any other person or entity under a duty or obligation to maintain the confidentiality thereof.

3.2   Covenant Not to Compete.

(a)   Consideration .  Executive acknowledges and agrees that in exchange for its agreement in Section 3.