EXHIBIT 10.2

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive  Employment Agreement (the "Agreement") is made the 28th
day of March 2001, by and between FieldPoint Petroleum  Corporation,  a Colorado
corporation  acting by and through its  hereunto  duly  authorized  officer (the
"Company"), and Ray D. Reaves (the "Executive").

         WHEREAS, the Executive is presently in the employ of the Company in the
capacity of President and Chief Executive Officer, and the Company is willing to
provide certain employment  assurances to the Executive in the event of a Change
of Control (as defined below) of the Company as incentive and inducement for the
Executive to continue in such employment in his present  capacity after a Change
of Control; and

         WHEREAS, in consideration of such employment assurances,  the Executive
is willing to remain in the employ of the Company in the  capacity of  President
and Chief Executive Officer after a Change of Control of the Company.

         NOW,  THEREFORE,  in consideration of the premises and the mutual terms
and conditions hereof, the Company and the Executive hereby agree as follows:

         1. Employment.  In consideration of the benefits hereinafter specified,
the Executive  hereby agrees to continue his employment  with the Company in the
capacity of President and Chief  Executive  Officer after a Change of Control of
the Company and to discharge his duties in such capacity during the term of this
Agreement.

         2.  Exclusive  Services.  The  Executive  shall devote his full working
time,  ability and  attention to the business of the Company  during the term of
this Agreement and shall not,  directly or indirectly,  render any services of a
business,  commercial or professional nature to any other person, corporation or
organization, whether for compensation or otherwise, without the prior knowledge
and consent of the Board of Directors  (the  "Board") of the Company;  provided,
however,  that the  provisions  of this  Agreement  shall  not be  construed  as
preventing the Executive from investing in other  non-competitive  businesses or
enterprises if such investments do not require substantial  services on the part
of the Executive in the affairs of operations of any such business or enterprise
so as to significantly  diminish the performance by the Executive of his duties,
functions and  responsibilities  under this  Agreement.  During the term of this
Agreement,  the Executive shall not, directly or indirectly,  either through any
kind  of  ownership  (other  than  ownership  of  securities  of  publicly  held
corporations  of which the  Executive  owns less than five  percent  (5%) of any
class of outstanding  securities) or as a director,  officer, agent, employee or
consultant engage in any business that is competitive with the Company.

         3.  Authority  and  Duties.  During  the  term of this  Agreement,  the
Executive shall have such authority and shall perform such duties, functions and
responsibilities  as are  specified by the Bylaws of the Company,  the Executive
Committee  and the Board of Directors of the Company  and/or as are  appropriate
for the office of the President and Chief Executive Officer and shall serve with
the  necessary  power and  authority  commensurate  with such  position.  If the
Company  removes  the  Executive  from the  office  of the  President  and Chief
Executive Officer of the Company after a Change of Control or limits,  restricts
or reassigns his authority and responsibility after a Change of Control so as to
be  less  significant  than,  or not  comparable  to,  that  to  which  he  held
immediately  preceding  such Change of Control in his capacity as President  and
Chief Executive Officer without his prior mutual consent, the Executive shall be
entitled to resign for good reason and receive the Severance  Benefits set forth
in this Agreement.

<PAGE>

         4.  Compensation.  In consideration  for the services to be rendered by
the Executive to the Company and/or its  subsidiaries,  the Company shall pay to
the  Executive  at least  the gross  cash  compensation  and shall  award to the
Executive at least the bonuses as set forth below:

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            Annual Period                                 Annual
                                                       Base Salary
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For the one year period following       100% of the average of  the  Executive's
effective date of a Change of Control   annual base salary in effect immediately
                                        prior  to  the  Change in Control and of
                                        the Executive's  annual  base salary for
                                        each  of  the  immediately preceding two
                                        years
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For the second year following           100% of the average of  the  Executive's
effective date of a Change in Control   annual  base  salary on the date that is
                                        one year after the Change of Control and
                                        of the Executive's  annual  base  salary
                                        for  each  of the immediately  preceding
                                        two years
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For the third year following            100% of the average of  the  Executive's
effective date of a Change of Control   annual  base  salary on the date that is
                                        two years  after the Change  in  Control
                                        and the Executive's  annual  base salary
                                        for  each  of  the immediately preceding
                                        two year
--------------------------------------------------------------------------------

In the event that the  Executive  shall not have been  employed  for three years
prior to the  effective  date of this  Agreement,  the  Executive's  annual base
compensation  rate or bonus rate  shall be  averaged  over the actual  period of
employment of the Executive by the Company.

         Each of the annual base salary amounts set forth above shall be paid to
the Executive in equal monthly installments, or as otherwise agreed, during each
corresponding  year of the term of this Agreement,  provided that for any period
of  less  than  one  (1)  year,  the  annual  base  salary  shall  be  pro-rated
accordingly.  The annual  bonus amount  indicated  above or amounts in excess of
such  indicated  bonus  shall  be  awarded  no  later  than  December  31 of the
corresponding  annual period.  The amount set forth above is compensation to the
Executive or gross amounts due  hereunder,  and the Company shall have the right
to deduct  therefrom  all taxes and other  amounts  which may be  required to be
deducted  or  withheld  by law  (including,  but not  limited  to,  income  tax,
withholding,  social security and medicare  payments) whether such law is now in
effect or becomes effective after the execution of this Agreement.

         5.   Benefits and Business Expenses. During the term hereof:

              (a) The Executive shall be entitled to continue his  participation
         in programs  maintained by the Company for the benefit of its employees
         and officers and to participate in new or amended programs,  including,
         but not limited to,  medical,  health,  life,  accident and  disability
         insurance programs,  pension plans, incentive compensation plans, stock
         option  plans,  stock  appreciation  rights  plans,  and limited  stock
         appreciation  rights  plans.  The Company shall not terminate nor amend
         such plans to the detriment of the Executive.

              (b) To the extent that the Company has  provided  the Officer with
         an automobile, club memberships,  association and trade memberships and
         other  memberships  prior to the Change of Control,  the Company  shall
         continue  to provide  the  Officer  with such  items,  of a  comparable
         nature,  following  a Change  of  Control.  The  Company  shall pay the
         expenses of such automobile, memberships and subscriptions.

              (c) The Executive  shall be reimbursed  for any business  expenses
         reasonably   incurred  in  carrying  out  his  duties,   functions  and
         responsibilities upon presentation of expense reports to the Company.

         6. Term. This Agreement shall have a term of three (3) years commencing
on the effective date of a Change of Control and shall be automatically extended
on the 9th  day of  each  and  every  calendar  month  during  the  term of this
Agreement for an additional  calendar month so that at the beginning of each and
every month during the term of this Agreement there shall be a remaining term of
three (3) years (but in no event beyond the time the  Executive  reaches age 65)
unless and until the Company gives written notice to the Executive that the term
of this Agreement shall not be further so extended,  in which case the Executive
shall be entitled to resign for good reason.  The  provisions  of this Section 6
shall  apply to each  Change of  Control  irrespective  of any Change of Control
which may have occurred previously.

<PAGE>

         7.  Severance  Benefits  After  Change of Control.  In addition to such
compensation  and other  benefits  payable to or provided  for the  Executive as
authorized  by the  Board  from time to time,  Executive  shall be  entitled  to
receive in lieu of the  compensation  described in  paragraph 4 hereof,  and the
Company shall pay or provide to the Executive the following  severance  benefits
(the  "Severance  Benefits")  in the event  that,  during the term  hereof,  the
Company discharges the Executive without cause or the Executive resigns for good
reason after a Change of Control, to-wit:

                  (a) The  Company  shall pay to the  Executive  a lump sum cash
         payment  (multiplied by the applicable  factor described below) payable
         on such date of  termination  of  employment  equal to the  Executive's
         "base  compensation"  then in effect,  which shall,  and is defined to,
         consist of the sum of (i) the  Executive's  annual  base salary then in
         effect,  (ii) the average of the amounts of the last three  annual cash
         bonuses paid or granted to, or earned by, the Executive,  and (iii) the
         average of the total  amounts  of the  Company's  contributions  to its
         retirement  plan allocable to the Executive on a fully vested basis for
         the last three fiscal years of the  retirement  plan. The amount of the
         "base  compensation"  payable to the Executive pursuant to this Section
         7(a) shall be  multiplied  by the number  three (3) for the purposes of
         determining the lump sum cash severances payment due under this Section
         7(a).

                  (b) All stock options granted by the Company to the Executive,
         all  contributions  made by the  Executive  and by the  Company for the
         account  of the  Executive  to any  pension,  retirement  or any  other
         benefit  plan,  and all other  benefits or bonuses,  including  but not
         limited   to  net   profits   interests   which   contain   vesting  or
         exercisability  provisions conditioned upon or subject to the continued
         employment of the Executive,  shall become fully vested and exercisable
         and shall remain fully  exercisable  for a period of the later of three
         hundred  sixty  (360)  days after (i) the date of such  termination  of
         employment, or (ii) the termination of this Agreement.

                  (c)  The  Company  shall  continue  the  participation  of the
         Executive in all life, accident,  disability,  medical,  dental and all
         other health and casualty insurance plans maintained by the Company for
         its officers and  employees for a period of one (1) year after the date
         of such  termination  of employment or for such longer period as may be
         required by applicable law.

                  (d)  Notwithstanding  any  provision of this  Agreement to the
         contrary,  if the Executive is a  disqualified  individual (as the term
         "disqualified  individual"  is defined in Section 280G of the Code) and
         if any portion of the Severance  Benefits  under this Section 7 of this
         Agreement  would be an excess  parachute  payment (as the term  "excess
         parachute  payment" is defined in Section 280G of the Code) but for the
         application of this sentence, then the amount of the Severance Benefits
         otherwise  payable to the Executive  pursuant to this Agreement will be
         reduced to the minimum  extent  necessary (but in no event to less than
         zero) so that no  portion of the  Severance  Benefits,  as so  reduced,
         constitutes an excess parachute  payment.  The determination of whether
         any  reduction  in the amount of the  Severance  Benefits  is  required
         pursuant to this Section 7(d) will be made by the Company's independent
         accountants.  The fact that the Executive  has his  Severance  Benefits
         reduced as a result of the  limitation  set forth in this  Section 7(d)
         will  not of  itself  limit  or  otherwise  affect  any  rights  of the
         Executive arising other than pursuant to this Agreement.

                  (e) The Company has determined  that the amounts payable under
         the Agreement constitute reasonable compensation for services rendered.
         Accordingly,  notwithstanding any other provisions hereof,  unless such
         action would be expressly  prohibited by applicable  law, if any amount
         is paid pursuant to this Agreement which is determined to be subject to
         the excise tax imposed by Section  4999 of the Code,  the Company  will
         pay to the Executive an  additional  amount in cash equal to the amount
         necessary to cause the aggregate  amount payable under this  Agreement,
         including such additional  cash payment (net of all federal,  state and
         local  income  taxes  and  all  taxes  payable  as  the  result  of the
         application of Sections 280G and 4999 of the Code),  to be equal to the
         aggregate   amount  payable  under  this   Agreement,   excluding  such
         additional payment (net of all federal,  state and local income taxes),
         as if Section 280G and 4999 of the Code (and any  successor  provisions
         thereto) had not been enacted into law.

<PAGE>

         8. Place of Performance. During the term hereof:

                  (a) The  principal  office of the  Executive and the principal
         place  for   performance   by  him  of  his   duties,   functions   and
         responsibilities  under this Agreement  shall be in the City or suburbs
         of Austin, Texas.

                  (b) It is recognized  that the  performance of the Executive's
         duties hereunder may occasionally  require the Executive,  on behalf of
         the Company, to be away from his principal office for business reasons.
         Unless consent of the Executive is obtained, such periods of being away
         from his  principal  office on behalf of the  company  shall not exceed
         thirty (30) calendar days per year.

         9.  Definition  of Change of Control.  For purposes of this  Agreement,
"Change of Control"  shall mean the  occurrence  of one or more of the following
events:  (i) a person or entity or group (as that term is used in Section  13(d)
(3) of the Exchange Act) of persons or entities shall have become the beneficial
owner of a majority of the securities of the Company ordinarily having the right
to vote in the  election  of  directors,  (ii) during any  consecutive  two-year
period, individuals who at the beginning of such period constituted the Board of
Directors of the Company  (together  with any  directors who are members of such
Board of Directors of the Company on the date hereof and any new directors whose
election  by such Board of  Directors  of the  Company or whose  nomination  for
election by the  stockholders  o f the Company was  approved by a vote of 66% of
the directors then still in office who were either directors at the beginning of
such period or whose  election or  nomination  for  election was  previously  so
approved)  cease  for any  reason  to  constitute  a  majority  of the  Board of
Directors  of the Company  then in office,  (iii) any sale,  lease,  exchange or
other transfer (in one transaction or a series of related  transactions) of all,
or substantially all, the assets of the Company to any person or entity or group
(as so defined in Section  13(d) (3) of the Exchange Act) of persons or entities
(other than any wholly owned  subsidiary of the Company),  or (iv) the merger or
consolidation  of the Company into or with another  corporation or the merger of
another corporation into the Company with the effect that immediately after such
transaction any person or entity or group (as so defined in Section 13(d) (3) of
the  Exchange  Act) of persons or  entities,  or the  stockholders  of any other
entity,  shall have become the  beneficial  owner of securities of the surviving
corporation  of such  merger or  consolidation  representing  a majority  of the
voting  power  of  the  outstanding  securities  of  the  surviving  corporation
ordinarily having the right to vote in the election of directors.

         10.  Discharge  with Cause.  For the  purposes of this  Agreement,  the
Company shall be deemed to have  discharged  the Executive for cause only if any
one of the following conditions existed:

                  (a)  If  the  Executive  shall  have  willfully   breached  or
         habitually  neglected his duties and  responsibilities as the President
         and Chief Executive Officer of the Company; or

                  (b) If the Executive  shall have been  convicted of any felony
offense during the term of this Agreement.

The  discharge  of the  Executive  by the  Company  when  none of the  foregoing
conditions exist shall be deemed to be a discharge without cause.

         11.  Resignation  for Good Reason.  For the purposes of this Agreement,
the  Executive  shall have  resigned for good reason if any one of the following
conditions existed at the time of his resignation:

                  (a)  If the  Company  shall  have  assigned  to the  Executive
         authority and responsibilities less significant than, or not comparable
         to, that which he had in his capacity as President and Chief  Executive
         Officer immediately preceding a Change of Control or shall otherwise so
         limit or restrict his authority and responsibilities  after a Change of
         Control;

<PAGE>

                  (b) The Company shall have reduced the Executive's annual base
         salary below his annual base salary in effect on the effective  date of
         a Change of Control or the Company  shall have reduced the  Executive's
         annual cash bonus below that of his last annual cash bonus prior to the
         effective date of a Change of Control;

                  (c) The  Company  shall  have  taken any  actions  having  the
         purpose or intent and the effect of inducing  the  Executive to resign,
         such as failing to provide the Executive  with all  personnel  benefits
         which are  otherwise  generally  provided to executive  officers of the
         Company or reasonably  necessary or appropriate  for the performance by
         the Executive of his duties as President and Chief Executive Officer of
         the Company; or

                  (d) The Company shall have declined to extend the term of this
         Agreement pursuant to Section 6 hereof.

         12. Termination Upon Death. This Agreement shall terminate  immediately
upon the date of the death of the Executive.

         13.  Remedies.  If the  Executive  shall file any  judicial  action for
enforcement of this Agreement and successfully  recover compensation or damages,
the Executive shall be entitled to recover from the Company an additional amount
equal to interest at ten percent  (10%) per annum on the amount  recovered  from
the  date  such  amount  was due and  payable  together  with all  expenses  and
reasonable  attorney's  fees incurred in obtaining  legal advice and  counseling
respecting his rights under this  Agreement and in prosecuting  and disposing of
such action.  The  provisions of this Section  shall be  cumulative  and without
prejudice  to any other right or remedy to which the  Executive  may be entitled
either at law, in equity or under this  Agreement and shall not  constitute  the
exclusive remedy of the Executive for breach of this Agreement

         14. General Provisions.

                  (a) Notices. Any notices to be given hereunder by either party
         to the other may be given either by personal  delivery in writing or by
         fax, or by mail,  registered  or  certified,  postage  prepaid,  return
         receipt  requested,  addressed  to  the  parties  at  their  respective
         addresses  set forth below their  signatures to this  Agreement,  or at
         such other addresses as they may specify to the other in writing.

                  (b) Law  Governing.  This  Agreement  shall be governed by and
         construed in accordance with the laws of the State of Texas.

                  (c) Invalid Provisions.  If any provision of this Agreement is
         held to be illegal,  invalid or  unenforceable  under present or future
         laws effective  during the term hereof,  such provision  shall be fully
         severable and this Agreement shall be construed and enforced as if such
         illegal,  invalid or unenforceable provision had never comprised a part
         hereof, and the remaining  provisions hereof shall remain in full force
         and  effect  and shall  not be  affected  by the  illegal,  invalid  or
         unenforceable provision or by its severance herefrom.  Furthermore,  in
         lieu of such illegal, invalid or unenforceable  provision,  there shall
         be added automatically as part of this Agreement a provision as similar
         in terms to such illegal,  invalid or unenforceable provision as may be
         possible and still be legal, valid or enforceable.

                  (d) Entire  Agreement.  This  Agreement  sets forth the entire
         understanding  of the parties and  supersedes  all prior  agreements or
         understandings,  whether  written or oral,  with respect to the subject
         matter hereof.  No terms,  conditions or  warranties,  other than those
         contained  herein,  and no amendments or modifications  hereto shall be
         binding unless made in writing and signed by the parties hereto.

<PAGE>

                  (e) Binding  Effect.  This  Agreement  shall  extend to and be
         binding  upon and inure to the  benefit of the  parties  hereto,  their
         respective heirs,  representatives,  successors and assigns. All of the
         provisions of this Agreement shall be fully applicable to any successor
         to the Company  resulting from a Change of Control.  The Company agrees
         that in the event of a tender or exchange offer, merger,  consolidation
         or  liquidation  or any such similar event  involving the Company,  its
         securities or assets,  it shall reveal the existence of this  Agreement
         to the acquiring  person or entity.  The Company further agrees that if
         such action is not inconsistent with the best interests of the Company,
         it  shall  condition  approval  of  any  transactions  proposed  by the
         acquiror  upon  obtaining  the consent,  in writing,  of the  potential
         successor  to the Company to be bound by this  Agreement.  In the event
         the Executive  dies prior to the  termination  of this  Agreement,  any
         compensation  or other  payment  due and owing to the  Executive  on or
         before the date of the  Executive's  death shall be paid to his estate,
         executors,  administrators,  heirs or legal representatives.  Since the
         duties and services of the Executive  hereunder  are special,  personal
         and unique in nature, the Executive may not transfer, sell or otherwise
         assign his rights, obligations or benefits under this Agreement.

                  (f) Waiver.  The waiver by either  party hereto of a breach of
         any  term or  provision  of this  Agreement  shall  not  operate  or be
         construed as a waiver of a subsequent  breach of the same provisions by
         either  party or of the breach of any other term or  provision  of this
         Agreement.

                  (g) Titles.  Titles of the  paragraphs  herein are used solely
         for convenience and shall not be used for  interpretation or construing
         any word, clause, paragraph or provision of this Agreement.

                  (h)  Mediation/Arbitration.  In the event of a dispute between
         the parties to this Agreement, the parties agree to participate in good
         faith in a minimum of four (4) hours of mediation in Austin, Texas with
         an attorney-mediator  trained and certified by the American Arbitration
         Association,  the United States Arbitration and Mediation  Service,  or
         any comparable  organization,  and to abide by the mediation procedures
         and decision of such  organization.  The parties  agree to equally bear
         the costs of the  mediation.  In the event the parties  cannot  resolve
         their dispute through mediation as described herein,  the parties agree
         to  participate  in binding  arbitration  pursuant  to the rules of the
         American   Arbitration   Association  or  mutually   agreeable  similar
         organization. Such arbitration shall be held in Austin, Texas, shall be
         binding and nonappealable and a judgment on the award to the prevailing
         party  (inclusive  of  reasonable  attorney's  fees and  costs)  may be
         entered in any court having competent jurisdiction.

         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
         Executive  Employment  Agreement  as of the day and year first  written
         above, effective as of the date specified above.

         ---------------------------
         Ray D. Reaves

         ---------------------------
         Roger D. Bryant

         ---------------------------
         Robert A. Manogue

         ---------------------------
         Donald H. Stevens