Employment Agreement

This Employment Agreement (“ Agreement ”), dated as of June 30, 2008 (the “ Effective Date ”), is made between Rock Energy Resources, Inc., a Delaware corporation (the “ Company ”), and _Rocky V. Emery (“ 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 _June 30, 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 Chairman and Chief Executive Officer.

1.2   Duties and Responsibilities.   Executive shall have the duties and authority assigned to Executive by, and shall report to, the Board of Directors of the Company (the “ Board ”). In particular, Executive shall be responsible for: all business affairs of the Company. 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 $330,00 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   Vacation Policy.   Executive shall be entitled to paid time off on such terms generally made available to Executive officers of the Company.

2.4   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.

2.5   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.

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

2.7   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 3.2(b) , Executive will receive substantial and valuable consideration from the Company including, but not limited to (i) Confidential Information, (ii) compensation and other benefits, and (iii) exposure to the Company customers and prospects.

(b)   Scope of Noncompetition Obligation .  During the Term, Executive shall not, directly or indirectly, either acting alone, or as a stockholder, partner, associate, creditor, consultant, adviser, franchiser, franchisee, director, officer, owner, employee or agent of any other person or entity, or in any other capacity, engage in or provide services to a company engaged in the Business in the United States; provided , however , the restriction contained in this Section 3.2 shall not prohibit Executive from (x) owning not more than 4.9% of the outstanding stock of any class of any publicly traded corporation, so long as Executive does not actively participate in the business of such corporation, or (y) providing consulting services to, and serving on the Board of Directors of, Best Energy Services, Inc.

3.3   Reasonableness of Restrictions.   Executive acknowledges and agrees that, given the nature of the Business, and the Company’s proposed Business plans, the restrictions imposed upon Executive by this Article III and the purposes for such restrictions are reasonable and are designed to protect the trade secrets, confidential and proprietary business information and the future success of the Company without unduly restricting Executive. If, at the time of enforcement of this Agreement, a court shall hold that any of the duration, scope or geographic restrictions stated herein are unreasonable under circumstances