Exhibit 10.10

                              EMPLOYMENT AGREEMENT

          This EMPLOYMENT  AGREEMENT (the  "Agreement"),  entered into on August
17, 2005 and made  effective as of September 1, 2005 (the  "Effective  Date") by
and among Calibre Energy,  Inc.  (referred to as "CALIBRE" or the "Company") and
Prentis B. Tomlinson, Jr. ("Executive");

                              W I T N E S S E T H:

          WHEREAS,  the Company desires to retain the services of the Executive,
and the Executive is willing to provide such  services to the Company,  all upon
the terms and conditions set forth herein;

          NOW  THEREFORE,  in  consideration  of the  premises,  the  terms  and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Employment.  The Company hereby employs the Executive,  and
the Executive hereby accepts such employment,  all upon the terms and conditions
set forth herein.

          SECTION 2. Term.  Unless  sooner  terminated  pursuant to Section 5 of
this  Agreement,  the Executive  shall be employed for a term  commencing on the
Effective  Date and ending on the third  anniversary  of the Effective Date (the
"Term");  provided,  however, that the Term shall automatically be extended on a
daily basis for an additional  day such that, at all times,  the remaining  Term
shall be three years.  Notwithstanding  any other provision of this Agreement to
the contrary,  this Agreement may be terminated by Company upon written  notice,
in which case the Agreement will terminate upon the expiration of the three-year
Term.

          SECTION 3. Duties and Responsibilities.

          A. Capacity. The Executive shall serve in the capacity of Chairman and
Chief Executive Officer and Director of CALIBRE, and in such other or additional
capacity or  capacities  for the Company or an affiliate of CALIBRE as the Board
of Directors of CALIBRE (the  "Board") may direct from time to time.  During the
term of this Agreement,  as Chairman and Chief Executive Officer of the Company,
Executive  agrees to  perform  such  duties  as are  normally  incident  to that
position  and shall  perform such other  duties and  responsibilities  as may be
prescribed from time to time by the board of directors of the Company.

          B. Duties.  The  Executive  shall devote at least seventy five percent
(75%) of his full business  time,  attention and energies to the business of the
Company and shall not be engaged in any other business activity,  whether or not
pursued for gain,  profit or other pecuniary  advantage,  which would impair his
ability to fulfill his duties to the Company under this  Agreement,  without the
prior written consent of the Board. Nothing contained in this Section 3(B) shall
prevent the  Executive  from  passively  investing  his assets in such a form or
manner  as will not  conflict  with the  terms  of this  Agreement  and will not
require  services on the part of the  Executive in the operation of the business
of the companies or other enterprises in which such investments are made.

          C.  Standard of  Performance.  The  Executive  will perform his duties
under this  Agreement  with  fidelity and  loyalty,  to the best of his ability,
experience   and  talent  and  in  a  manner   consistent   with  his  fiduciary
responsibilities.


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          SECTION 4. Compensation.

A. Base Salary. The Company shall pay the Executive a salary (the "Base Salary")
of U.S.  $180,000 per annum. The Base Salary shall be payable in accordance with
the general  payroll  practices of the Company in effect from time to time.  The
Company  shall  review the Base Salary then being paid to the  Executive at such
times as the Company regularly reviews the compensation paid to employees.  Upon
completion of such review,  the Company in its sole  discretion  may increase or
maintain the  Executive's  then current Base Salary,  and any  increased  salary
shall  be  the  "Base   Salary"   for  all   purposes   under  this   Agreement.
Notwithstanding  the above,  the Base Salary shall be increased to $360,000 upon
the  third  anniversary  date from the  effective  date of this  agreement.  The
Company may  decrease the  Executive's  then current Base Salary after the third
anniversary date only with the prior written consent of the Executive.

B. Stock Options. The Company shall grant the Executive 4,000,000  non-qualified
options to purchase the Company's stock at $.05 per share. Such options shall be
immediately vested and such vested options shall survive Executives  termination
date.

C. Bonus. The Executive shall be eligible,  in the sole discretion of the Board,
to be considered  for a bonus  following each fiscal year ending during the Term
based upon the Executive's  performance and the operating results of the Company
and  their  affiliates  during  such year in  relation  to  performance  targets
established  by the Board.  Determination  of the bonus  amount  shall take into
account such unusual or  nonrecurring  items as the Chief  Executive  Officer of
CALIBRE and/or the Board deem appropriate.

D. Benefits.  If and to the extent that the Company  maintains  employee benefit
plans  (including,  but not limited to,  pension,  profit  sharing,  disability,
accident,  medical,  life insurance and  hospitalization  plans),  the Executive
shall be entitled to  participate  therein in accordance  with the terms of such
plans and the Company's  regular  practices  with respect to its  employees.  In
addition, the Company promises to provide reasonable health and dental insurance
for the  Executive and his family,  including  $500,000 in life  insurance.  The
Executive  shall be entitled to  reimbursement  from the Company for  reasonable
out-of-pocket  expenses  incurred by him in the course of the performance of his
duties,  hereunder,  including all reasonable commuting and communication costs,
upon the submission of appropriate documentation.

E. Vacation.  The Executive shall be entitled to four weeks of paid vacation per
calendar year,  which,  if not taken,  may be carried  forward to any subsequent
year,  except in  accordance  with Company  policy  applicable  to the Company's
employees generally.  The Executive shall also be entitled to such holidays and,
subject to the  provisions  of Section 5, other paid or unpaid leaves of absence
as are consistent with the Company's normal policies.

          SECTION 5. Termination of Employment.

          Notwithstanding   the   provisions  of  Section  2,  the   Executive's
employment hereunder shall terminate under any of the following conditions:

          A.  Death.  The  Executive's  employment  under this  Agreement  shall
terminate automatically upon his death.

          B. Disability.  The Executive's  employment under this Agreement shall
terminate  automatically  upon his  Disability.  For purposes of this Agreement,
"Disability" means permanent and total disability (within the meaning of section
22(e) (3) of the Internal  Revenue Code of 1986,  as amended,  or any  successor
provision) which has existed for at least 180 consecutive days.


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          C. Termination by the Company Without Cause. The Company may terminate
the Executive's employment hereunder without "Cause" (as hereinafter defined) on
three months written notice by the Company.

          D.  Termination by the Company for Cause.  The Executive's  employment
hereunder may be terminated  for Cause upon written  notice by the Company.  For
purposes of this  Agreement,  "Cause"  shall mean (i) the willful and  continued
failure by the Executive to  substantially  perform his  obligations  under this
Agreement (other than such failure resulting from his Disability) after a demand
for  substantial  performance  has  been  delivered  to him by the  Board  which
specifically identifies the manner in which the Board believes the Executive has
not  substantially  performed  such  provisions  and the Executive has failed to
remedy the  situation  three  months  after such  demand;  (ii) the  Executive's
willfully  engaging in conduct  materially  and  demonstrably  injurious  to the
property  or business  of the  Company,  including  without  limitation,  fraud,
misappropriation  of funds or  other  property  of the  Company,  other  willful
misconduct,  gross  negligence  or  conviction of a felony or any crime of moral
turpitude;  or (iii) the  Executive's  material  breach of this Agreement  which
breach has not been  remedied by the  Executive  within  three  months after the
receipt by the  Executive of written  notice from the Company that the Executive
is in material  breach of this  Agreement,  specifying  the  particulars of such
breach.

          For purposes of this Agreement, no act, or failure to act, on the part
of the Executive  shall be deemed  "willful" or engaged in "willfully" if it was
due  primarily  to an error in  judgment  or  negligence,  but  shall be  deemed
"willful" or engaged in "willfully"  only if done, or omitted to be done, by the
Executive  not in good faith and  without  reasonable  belief that his action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
the Executive shall not be deemed to have been terminated as a result of "Cause"
hereunder  unless and until there shall have been  delivered to the  Executive a
copy of a  resolution  duly  adopted  by the  affirmative  vote of not less than
three-quarters  of the Board then in office at a meeting of the Board called and
held  for  such  purpose  (after  reasonable  notice  to  the  Executive  and an
opportunity for the Executive, together with his counsel, to be heard before the
Board),  finding that, in the good faith opinion of the Board, the Executive has
committed  an act set  forth  above  in this  Section  5(D) and  specifying  the
particulars  thereof  in detail.  Nothing  herein  shall  limit the right of the
Executive  or his legal  representative  to contest the validity or propriety of
any such determination.

          E.  Termination  by the Executive  for Good Reason.  The Executive may
terminate  his  employment  hereunder  for "Good  Reason."  For purposes of this
Agreement,  "Good Reason" for termination shall mean any of the following (which
occur without the Executive's prior written consent):

               (1) a decrease in the  Executive's  Base Salary not in accordance
          with section 4 (A) above;

               (2) a  materially  adverse  diminution  of the  overall  level of
          responsibilities of the Executive;

               (3) a material  breach by the Company of any term or provision of
          this Agreement;

               (4) after a Change of Control  (as  defined in Section  7(B)) and
          during the  Effective  Period (as  defined in Section  7(C)),  (a) the
          failure  of  the   Company  to  continue  in  effect  any  benefit  or
          compensation   plan  (including,   but  not  limited  to,  any  bonus,
          incentive,  retirement,  supplemental  executive retirement,  savings,
          profit sharing,  pension,  performance,  stock option, stock purchase,


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          deferred  compensation,   life  insurance,  medical,  dental,  health,
          hospital,  accident or  disability  plans) in which the  Executive  is
          participating  at the  time  of  such  Change  of  Control  (or  plans
          providing to the Executive,  in the aggregate,  substantially  similar
          benefits as the benefits  enjoyed by the  Executive  under the benefit
          and compensation  plans in which the Executive is participating at the
          time of such  Change of  Control),  or (b) the taking of any action by
          the Company that would adversely affect the Executive's  participation
          in or materially  reduce the  Executive's  benefits  under any of such
          plans or deprive the Executive of any material  fringe benefit enjoyed
          by the Executive at the time of such Change in Control;

               (5) any personal  reason that the  Compensation  Committee of the
          Board in its discretion determines shall constitute Good Reason.

          However,  that no event or condition described in clauses (1) - (4) of
this Section 5(E) shall  constitute  Good Reason unless (a) the Executive  gives
the Company written notice of his objection to such event or condition within 90
days after the  Executive  learns of such event,  (b) such event or condition is
not  corrected  by the Company  within 10 days of its receipt of such notice and
(c) the Executive  voluntarily  resigns his employment  with the Company and its
affiliates  not more than 60 days  following the expiration of the 10-day period
described in the foregoing clause (b).

          F. Voluntary Termination by the Executive. The Executive may terminate
his  employment  hereunder  at any time for reason  other than Good Reason on 30
days written notice to the Company.

          SECTION 6. Payments Upon Termination.

          A. Upon  termination  of the  Executive's  employment  hereunder,  the
Company  shall  be  obligated  to pay and the  Executive  shall be  entitled  to
receive, on the pay date for the pay period in which the termination occurs, all
accrued and unpaid  Base Salary to the date of  termination.  In  addition,  the
Executive  shall be entitled to any  benefits to which he is entitled  under the
terms of any applicable employee benefit plan or program or applicable law.

          B.  Except as  provided  in  Section  7(A),  upon  termination  of the
Executive's  employment by the Company  without Cause or by the Executive due to
Good Reason,  in addition to the amount set forth in Section  6(A),  the Company
shall be obligated to pay, and the Executive  shall be entitled to receive,  (i)
Base  Salary for a period of three years and (ii)  continued  medical and dental
benefits  for a period of three years at no cost to the  Executive.  The Company
may cease all  payments of Base Salary and bonus under this  Section 6(B) in the
event of a willful breach by the Executive of the provisions of Sections 8, 9 or
10 of this Agreement or any inadvertent breach that continues after notice given
to the Executive by the Company.  As a condition precedent to the receipt of any
of the severance  benefits  hereunder  the Executive  hereby agrees to execute a
release of claims  against the Company and its  affiliates in form and substance
reasonably satisfactory to the Company.

          C. In the event Executive elects to terminate  employment as set forth
in  Section  5(F) then in such  event  any  options  not  vested as set forth in
Section 3(B) shall terminate.

          D. Upon any  termination or expiration of the  Executive's  employment
hereunder  pursuant to Section 5, the Executive shall have no further  liability
or obligation  under or in connection  with this Agreement;  provided,  however,
that the Executive shall continue to be subject to the provisions of Sections 8,
9, 10, 11 and 12 hereof (it being  understood  and agreed  that such  provisions


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shall  survive any  termination  or  expiration  of the  Executive's  employment
hereunder  for any reason).  Upon any  Voluntary  Termination  by the  Executive
(other than a resignation  by the  Executive for Good Reason),  or expiration of
Executive's  employment  agreement,  the Company shall have no further liability
under or in  connection  with this  Agreement,  except to pay the portion of the
Executive's Base Salary earned or accrued at the date of termination.

          SECTION 7. Change of Control.

          A. In the event  that,  during the  Effective  Period (as  hereinafter
defined),  the Executive's employment is terminated by the Company without Cause
or by the Executive for Good Reason,  in lieu of the amount set forth in Section
6(B), the Executive shall immediately become entitled to the following benefits:

               (1) the outstanding options to acquire shares of the Company held
          by the  Executive  under any share option plan and granted on or prior
          to the Change of Control shall become  immediately  fully  exercisable
          and shall  remain  exercisable  for three years after  termination  of
          employment or, if less, their remaining term;

               (2) a lump-payment equal to three times: (a) the Executive's then
          current Base Salary or (b) $360,000, whichever is greater;

               (3) a lump-sum  payment  equal to three times the highest  annual
          bonus allowed under the Executive Bonus Plan for the Executive  during
          the three-year period preceding the date of the Change of Control; and

               (4)  continued  medical and dental  coverage for three years from
          the termination date at no cost to the Executive.

          B. For  purposes of this  Agreement,  a "Change of  Control"  shall be
deemed to have taken place upon the earliest occurrence of any of the following:
(i) a tender offer is made and consummated  for the beneficial  ownership of 25%
or more of the outstanding voting securities of CALIBRE;  (ii) CALIBRE is merged
or  consolidated  with  another  corporation,  and as a result of such merger or
consolidation,  less  than  75%  of the  outstanding  voting  securities  of the
surviving or resulting  corporation are  beneficially  owned in the aggregate by
the persons or entities who were  shareholders of CALIBRE  immediately  prior to
such merger or  consolidation;  (iii) CALIBRE sells all or substantially  all of
its assets to another  entity or person that is not a wholly  owned  subsidiary;
(iv) during any 15-month period, individuals who at the beginning of such period
constituted the Board  (including for this purpose any new member whose election
or nomination for election by the shareholders of CALIBRE was approved by a vote
of at least 2/3 of the members  then still in office and who were members at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board; (v) the  Compensation  Committee of the Board  determines,  in its
sole  discretion,  that a Change of Control has  occurred  for  purposes of this
Agreement;  (vi) the  Company  sells all or  substantially  all of its assets to
another entity or person that is not a subsidiary or affiliate of the Company or
(vii)  80% or more of the  outstanding  voting  securities  of the  Company  are
acquired  by any  person or entity  other  than  CALIBRE,  its  subsidiaries  or
affiliates.

          C. For purposes of this Agreement,  "Effective  Period" shall mean the
period beginning on the date of a Change of Control and ending on the earlier of
the third anniversary of the Change of Control or the expiration of the Term.


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          D. To the extent  that the  acceleration  of  vesting or any  payment,
distribution  or  issuance  made to the  Executive  in the  event of a Change of
Control is subject  to federal  income,  excise or other tax at a rate above the
rate  ordinarily  applicable  to  compensation  paid in the  ordinary  course of
business  (collectively,  a  "Parachute  Tax"),  whether  as  a  result  of  the
provisions  of Section  280G and 4999 of the Internal  Revenue Code of 1986,  as
amended,  or  any  similar  or  analogous  provisions  of  any  statute  adopted
subsequent to the date hereof,  or otherwise,  then the Company shall pay to the
Executive an additional sum (the  "Additional  Amount") such that the net amount
received by the  Executive,  after paying any  applicable  Parachute Tax and any
federal or state  income tax on such  Additional  Amount,  shall be equal to the
amount that the  Executive  would have  received if such  Parachute Tax were not
applicable.

          SECTION 8. Confidential Information and Inventions.

          A. Nondisclosure. The Executive hereby acknowledges that the Executive
has knowledge of certain  confidential and proprietary  information  relating to
Company,  CALIBRE  or  their  affiliates  and  that  it will  be  necessary,  in
connection  with the  performance  of  services  hereunder,  to  provide or make
available to the Executive  certain  confidential  and proprietary  information,
including, but not limited to, business and financial information, technological
information,  strategies,  the status and content of contracts with suppliers or
clients,  customer lists and financial  information  on customers,  intellectual
property,  trade  secrets  and other  information  relating  to the  businesses,
products,  technology,  services,  customers, methods or tactics of the Company,
CALIBRE or its affiliates  (any such  confidential  or  proprietary  information
being  hereinafter  referred to as  "Confidential  Information").  The Executive
further  acknowledges  that the Confidential  Information  constitutes  valuable
trade secrets of Company,  CALIBRE and its  affiliates  and agrees that any such
Confidential  Information shall remain the property of the Company,  CALIBRE and
their  affiliates  at all times during the term of this  Agreement and following
the  expiration  or  termination   hereof.  The  Executive  shall  not  publish,
disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the
premises of the Company, CALIBRE or their affiliates, commercially exploit, make
available to others, or otherwise make use of any Confidential Information to or
for the use or benefit of the Executive or any other person,  firm,  corporation
or entity,  except as specifically  and previously  authorized in writing by the
Board or as  required  for the due and  proper  performance  of his  duties  and
obligations  under this Agreement.  In addition,  the Executive shall employ all
necessary safeguards and precautions in order to ensure that unauthorized access
to the Confidential Information is not afforded to any person, firm, corporation
or entity. Upon any expiration or termination of this Agreement, or if the Board
or the Company so requests at any time, the Executive  shall promptly  return to
the Company,  CALIBRE and their affiliates all  Confidential  Information in the
Executive's  possession,  whether in writing,  on computer disks or other media,
without  retaining  any  copies,   extracts  or  other  reproductions   thereof.
Notwithstanding  the  foregoing,  nothing  contained  in this Section 8(A) shall
prevent  the  publishing,   dissemination,   distribution,   disclosure,   sale,
assignment,  transfer, copying, removal, commercial exploitation or other use by
the Executive of any information  that (i) is generally  available to the public
(other than through a breach of an  obligation  of  confidentiality,  or (ii) is
lawfully obtained by the Executive without obligation of confidentiality  from a
source other than the Company, CALIBRE or its affiliates,  directors,  officers,
employees, agents or other representatives (provided,  however, that such source
is not bound by a confidentiality  agreement with the Company, CALIBRE or any of
its  affiliates  and  is  not  otherwise  under  an  obligation  of  secrecy  or
confidentiality to either of them).

          B.  Requests  for  Disclosure.  It  shall  not  be  a  breach  of  the
obligations of Section 8(A) if Executive discloses  Confidential  Information as
required  by judicial or  administrative  process or, in the written  opinion of
Executive's  counsel,  by the  requirements  of  applicable  law,  but only upon
satisfaction of the following conditions: (i) the Executive gives prompt written


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notice to the Chairman of the Board of the existence  of, and the  circumstances
attendant  to, such  request,  sufficient  to permit the Company,  CALIBRE or an
affiliate  to contest  or seek to  restrict  the  required  disclosure  (ii) the
Executive  consults  with the  Chairman of the Board as to the  advisability  of
taking legally available steps to resist or narrow any such request or otherwise
to eliminate the need for such disclosure,  (iii) if disclosure is required, the
Executive  cooperates  with the  Chairman of the Board in obtaining a protective
order or other  reliable  assurance in form and  substance  satisfactory  to the
Chairman  of the Board that  confidential  treatment  will be  accorded  to such
portion of the Confidential Information as is required to be disclosed, and (iv)
that  Executive  disclosed  only such  Confidential  Information  as is  legally
required (or, where applicable,  only such information as the written opinion of
Executive's counsel deems required).

          C.  Confidential  Information  of  Others.  The  Executive  shall  not
disclose to the Company, CALIBRE or their affiliates, or induce them to use, the
proprietary information, trade secrets, or confidential information of others.

          D. Disclosure.  Upon each occurrence of conception,  creation,  and/or
reduction to practice, the Executive will promptly provide a written description
of each Invention (as hereinafter defined) to the Board or its designee.

          E. Assignment and Ownership of Rights.  The Executive  agrees that all
Inventions  shall and,  to the  extent  necessary,  shall  become and remain the
property of CALIBRE or the Company,  and their  successors  and assigns,  unless
expressly released by CALIBRE and the Company in writing. The Executive assigns,
and to the extent such  assignment is not  effective,  the  Executive  agrees to
assign all such Inventions to CALIBRE or the Company.  The Executive agrees that
all  copyrightable   works  created  for  CALIBRE  or  the  Company  during  the
Executive's  employment are owned by CALIBRE or the Company and, if necessary or
appropriate, are works made for hire.

          F.  Obtaining  Patents.   CALIBRE  or  the  Company  shall  have  sole
discretion  to decide  whether to obtain any patent or other  protection  on any
Invention.  If CALIBRE or the Company seeks any such  protection,  the Executive
shall have no obligation to pay any expenses of the filing or maintenance of any
such patent or other protection.

          G.  Inventions.  "Inventions"  means (i) any  invention,  development,
improvement,  or  copyrightable  work,  (ii) created,  conceived,  or reduced to
practice  by the  Executive  individually  or  jointly  with  others  while  the
Executive is employed by the Company,  CALIBRE or their  affiliates  or within a
six-month  period  following  termination of the Executive's  employment,  (iii)
whether  patentable or not, (iv) whether or not conceived or reduced to practice
during  regular  working  hours,  (v) that  relates to any  methods,  apparatus,
products,  or components  thereof which,  before  termination of the Executive's
employment,  are manufactured,  sold, leased, or used by the Company, CALIBRE or
their affiliates or which are under  development by, or which otherwise  pertain
to  the  business  of,  the  Company,  CALIBRE  or  their  affiliates.  However,
"Inventions" shall not include any inventions,  developments,  improvements,  or
copyrightable  work (i) for which no  equipment,  supplies,  facility,  or trade
secret  information of the Company,  CALIBRE or their affiliates were used, (ii)
which the Executive  developed  entirely on the Executive's own time (iii) which
does not  relate  directly  to the  business  of the  Company,  CALIBRE or their
affiliates  or  to  their  actual  or  demonstrably   anticipated   research  or
development,  or (iv)  which  does not  result  from any work  performed  by the
Executive for the Company, CALIBRE or their affiliates. The Executive represents
that he has provided CALIBRE, on or prior to the date hereof, a complete written
description of all unpatented inventions and improvements in which the Executive
has any  rights  that  are not  included  in the  term  "Inventions",  in a form
acknowledged in writing by the Chief Executive Officer of CALIBRE.


<PAGE>


          SECTION 9. Covenant Not to Compete.

          A.  Noncompetition.  The  Executive  hereby  agrees  that  during  the
"Noncompetition  Period"  (as  hereinafter  defined),  he will  not,  except  as
otherwise permitted under this Agreement,  directly or indirectly (whether as an
employee,  consultant,  shareholder  or  director,  or whether  acting  alone or
through any of his  affiliates,  as a member of a partnership or a joint venture
or an  investor  in, or a holder of  securities  of,  any  corporation  or other
entity, or otherwise),  engage in any business conducted by the Company, CALIBRE
or its affiliates in the area of particle impact  drilling (the  "Noncompetition
Area").  Notwithstanding  anything  to the  contrary  in  this  Section  9,  the
Executive may  passively  invest his assets in such a form or manner as will not
conflict with the terms of this  Agreement and will not require  services on the
part of the Executive in the operation of the business of the companies or other
enterprises in which such investments are made. The Executive  acknowledges that
(i) the  provisions  set  forth in this  Section  9 are for the  benefit  of the
Company, CALIBRE and its affiliates, (ii) his agreement to such provisions is an
express condition to his employment by the Company and (iii) such provisions are
reasonably necessary to protect the goodwill and other business interests of the
Company,  CALIBRE and its affiliates.  The "Noncompetition  Period" shall be the
period commencing on the Effective Date and ending on the second  anniversary of
the date of termination of the Executive's employment.

          B. Reformation of Scope. If any of the provisions of this Section 9 is
found to be unreasonably  broad,  oppressive or unenforceable in an action, suit
or proceeding before any federal or state court, such court (i) shall narrow the
Noncompetition  Period or the Noncompetition Area or shall otherwise endeavor to
reform  the scope of such  agreements  in order to ensure  that the  application
thereof is not unreasonably  broad,  oppressive or unenforceable and (ii) to the
fullest extent permitted by law, shall enforce such agreements as so reformed.

          SECTION 10.  Nonsolicitation.  The  Executive  shall not,  directly or
indirectly,  during the Noncompetition Period, (A) take any action to solicit or
divert  any  business  (or  potential   business)  or  customers  (or  potential
customers)  away  from  the  Company,  CALIBRE  or its  affiliates,  (B)  induce
customers,  potential  customers,  suppliers,  agents  or  other  persons  under
contract or otherwise associated or doing business with the Company,  CALIBRE or
its  affiliates to terminate,  reduce or alter any such  association or business
with or from the Company, CALIBRE or its affiliates and/or (C) induce any person
in the employment of the Company, CALIBRE or its affiliates or any consultant to
the Company,  CALIBRE or its  affiliates  to (i)  terminate  such  employment or
consulting  arrangement,  (ii) accept  employment,  or enter into any consulting
arrangement,  with  anyone  other than the  Company,  CALIBRE or its  affiliates
(except to the extent  the  consultant  makes its  services  available  to third
parties on a regular basis) and/or (iii) interfere with the customers, suppliers
or  clients  of the  Company,  CALIBRE  or its  affiliates  in any manner or the
business of the Company,  CALIBRE or its affiliates in any manner.  For purposes
of this  Section 10, a "potential  customer"  shall mean a person or entity that
the  Company,  CALIBRE  or  its  affiliates,  as of  the  date  the  Executive's
employment  terminates,  is  soliciting  or is  considering  soliciting  (or has
targeted for solicitation).

          SECTION 11. Remedies.  The Executive hereby agrees that a violation of
the provisions of Section 8, 9 or 10 hereof may cause irreparable  injury to the
Company, CALIBRE and its affiliates for which they would have no adequate remedy
at law. Accordingly,  in the event of any such violation,  the Company,  CALIBRE
and/or its  affiliates  shall be entitled to  preliminary  and other  injunctive
relief. Any such injunctive relief shall be in addition to any other remedies to
which the Company,  CALIBRE  and/or its  affiliates may be entitled at law or in
equity or otherwise.

          SECTION 12.  Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement (other than any dispute or controversy arising
from a violation or alleged  violation by the  Executive  of the  provisions  of


<PAGE>


Section 8, 9 or 10 hereof)  shall be settled  exclusively  by final and  binding
arbitration in Houston,  Texas,  in accordance with the Rules for the Resolution
of Employment  Disputes of the American  Arbitration  Association  ("AAA").  The
arbitrator shall be selected by mutual agreement of the parties, if possible. If
the parties fail to reach agreement upon appointment of an arbitrator  within 30
days  following  receipt by one party of the other  party's  notice of desire to
arbitrate,  the  arbitrator  shall be selected from a panel or panels of persons
submitted by the AAA. The selection  process shall be that which is set forth in
the AAA Rules for the Resolution of Employment Disputes then prevailing,  except
that, if the parties fail to select an arbitrator  from one or more panels,  AAA
shall not have the power to make an  appointment  but shall  continue  to submit
additional  panels until an  arbitrator  has been  selected.  This  agreement to
arbitrate shall not preclude the parties from engaging in voluntary,  nonbinding
settlement efforts,  including,  but not limited to, mediation. In the event the
arbitration  is  decided  in whole or in part in  favor  of the  Executive,  the
Company will  reimburse the Executive for his  reasonable  costs and expenses of
the arbitration (including reasonable attorneys' fees).

          SECTION 13. Notices.  All notices and other  communications  hereunder
shall be in  writing  and shall be given  (and shall be deemed to have been duly
given upon  receipt) by delivery in person,  by  registered  or  certified  mail
(return  receipt  requested  and with postage  prepaid  thereon) or by facsimile
transmission  to the respective  parties at the following  addresses (or at such
other  address as either party shall have  previously  furnished to the other in
accordance with the terms of this Section 13):


          If to the Company:

                              Calibre Energy, Inc.
                           1825 I Street NW, Suite 400
                              Washington, DC 20006


          if to the Executive:

                            Prentis B. Tomlinson, Jr.
                                 P. O. Box 1954
                              Middleburg, VA 20118

          SECTION  14.  No  Mitigation.  In  the  event  of any  termination  of
employment by the Company without Cause,  by the Executive for Good Reason,  the
Executive  shall be under no obligation to seek other  employment,  or otherwise
engage in  mitigating  activity,  following the date of  termination,  and there
shall be no offset  against  amounts due the Executive  under this  Agreement on
account of any  remuneration  attributable to any subsequent  employment that he
may obtain.

          SECTION 15.  Indemnification.  CALIBRE and the Company  agree that, in
the  event the  Executive's  employment  is  terminated  during  the Term by the
Company  without Cause or by the  Executive  for Good Reason,  the Company shall
continue to indemnify the Executive following  termination to the fullest extent
permitted by applicable law consistent with the Certificate of Incorporation and
By-Laws and the Company in effect as of the date of termination  with respect to
Executives sole, joint or concurrent negligence and any acts or omissions he may
have committed during the period during which he was an officer, director and/or
employee  of the  Company or any of their  affiliates  for which he served as an
officer, director or employee at the request of the Company.


<PAGE>


          SECTION  16.  Amendment;  Waiver.  The  terms and  provisions  of this
Agreement  may be modified or amended only by a written  instrument  executed by
each of the parties hereto,  and compliance with the terms and provisions hereof
may be waived only by a written  instrument  executed by each party  entitled to
the benefits thereof. No failure or delay on the part of any party in exercising
any right,  power or  privilege  granted  hereunder  shall  constitute  a waiver
thereof,  nor shall any single or partial  exercise of any such right,  power or
privilege  preclude any other or further exercise thereof or the exercise of any
other right, power or privilege granted hereunder.

          SECTION 17. Entire  Agreement.  This Agreement  constitutes the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior written or oral  agreements or  understandings  between the
Executive and the Company or its affiliates relating thereto, including, without
limitation.

          SECTION 18.  Severability.  In the event that any term or provision of
this Agreement is found to be invalid,  illegal or unenforceable,  the validity,
legality and  enforceability  of the remaining terms and provisions hereof shall
not be in any way  affected or impaired  thereby,  and this  Agreement  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
contained therein.

          SECTION  19.  Binding  Effect;  Assignment.  This  Agreement  shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors and assigns (it being understood and agreed that, except as expressly
provided herein,  nothing contained in this Agreement is intended to confer upon
any other  person or entity any  rights,  benefits  or  remedies  of any kind or
character  whatsoever).  The Executive may not assign this Agreement without the
prior  written  consent of the  Company.  Except as  otherwise  provided in this
Agreement,  the Company may assign this Agreement to any of their  affiliates or
to  any  successor  (whether  by  operation  of  law  or  otherwise)  to  all or
substantially  all of their  business  and  assets  without  the  consent of the
Executive,  and any transfer of employment from the Company to such affiliate or
successor  shall be deemed to constitute an assignment  and not a termination of
employment  hereunder.  In the event of an assignment  of this  Agreement by the
Company,  all references  herein to CALIBRE or the Company shall be deemed to be
references  to the  assignee.  Similarly,  in the event  CALIBRE is no longer an
affiliate of the Company (or any  assignee),  all references to CALIBRE shall be
deemed to be references to the Company (or the assignee).

          SECTION  20.  Withholding  of Taxes.  The  Executive  agrees  that the
Company  shall  deduct,  or shall cause to be  deducted,  from the amount of any
benefits to be paid  hereunder any taxes  required to be withheld by the federal
or any state or local government.

          SECTION 21.  Governing  Law. This  Agreement  shall be governed by and
construed  in  accordance  with the laws of the State of Texas  (except  that no
effect  shall be given to any  conflicts  of law  principles  thereof that would
require the application of the laws of another jurisdiction).

          SECTION 22. Headings.  The headings of the sections  contained in this
Agreement are for convenience  only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.

          SECTION 23.  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

          SECTION 24.  Subsidiaries  and  Affiliates.  As used herein,  the term
"subsidiary"  shall mean any corporation or other business entity  controlled by
the corporation in question, and the term "affiliate" shall mean and include any


<PAGE>


corporation or other business entity controlling,  controlled by or under common
control with the corporation in question. The terms "controlled," "controlling,"
"controlled  by" and "under  common  control  with," as used with respect to any
person, means the possession,  directly or indirectly, of the power to direct or
cause the  direction of the  management  and  policies of such  person,  whether
through the ownership of voting securities or by contract or otherwise.

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                       CALIBRE ENERGY, INC.



                                       By:  /s/ Edward L. Moses
                                          ---------------------------------
                                       Edward L. Moses
                                       Snr. V. P. of Operations



                                       Prentis B. Tomlinson, Jr.


                                           /s/ Prentis B. Tomlinson, Jr.
                                       ------------------------------------
                                       Executive