TEMPORARY WAIVER OF BENEFITS

Exhibit 10.5

TEMPORARY WAIVER OF BENEFITS

THIS Temporary Waiver of Benefits (“Waiver”) is made and entered into by S. Jeffrey Johnson , an individual currently residing in Tarrant County, Texas (“Executive”), and Cano Petroleum, Inc. (the “Company”) effective as of the 28 th  day of October, 2008 (the “Waiver Effective Date”).

WHEREAS , Executive and the “Company” entered into that certain Employment Agreement dated as of January 1, 2006 and as amended by First Amendment to Employment Agreement dated May 31, 2008 (collectively, the “Agreement”);

WHEREAS , Section 4.(c) and (d) of the Agreement provides for additional compensation to Executive as follows:

(c)           Additional Compensation :  In addition to the base salary described in paragraph 4(a) above, Executive shall receive a vehicl