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Exhibit 10.1
 EMPLOYMENT AGREEMENT
Vice President of Sales and Marketing
 THIS EMPLOYMENT AGREEMENT
 WITNESSETH:
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE 1: DEFINITIONS AND INTERPRETATIONS
 1.1 Certain Definitions.
 Affiliate
 Annual Base Salary
 Annual Compensation




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Board
 Cause
 Change in Terms of Service
       2




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Change of Control
     Change of Control Period
 Code
 3




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Compensation Committee
 Disability
 Effective Date
 Involuntary Termination
   Involuntary Termination
 Monthly Severance Amount
 Severance Amount
 Severance Period
 Snyder Holders
 1.2 Interpretations
 4




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ARTICLE 2: EMPLOYMENT AND DUTIES
 2.1 Employment
 2.2 Positions
 2.3 Duties and Services
 2.4 Other Interests
 2.5 Duty of Loyalty
 ARTICLE 3: TERM AND TERMINATION OF EMPLOYMENT
 3.1 Term Initial Expiration Date"
 3.2 Companys Right to Terminate
 5




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(a)
    
    upon Executives death;(b)
    
    upon Executives Disability;(c)
    
    for Cause; or(d)
    
    for any other reason whatsoever, in the sole discretion of the Board.
 3.3 Executives Right to Terminate
   3.4 Notice of Termination
 3.5 Deemed Resignations
 ARTICLE 4: COMPENSATION AND BENEFITS
 4.1 Base Salary
 6




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4.2 Bonuses
 4.3 Other Perquisites
 Business and Entertainment Expenses
 Vacation
 Automobile
 Other Company Benefits
 7




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ARTICLE 5: EFFECT OF TERMINATION ON COMPENSATION; ADDITIONAL PAYMENTS
 5.1 Termination Other Than an Involuntary Termination
 5.2 Involuntary Termination Other Than During a Change of Control Period
   5.3 Involuntary Termination During a Change of Control Period
 8




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5.4 Interest on Late Payments
 5.5 Parachute Payments
 9




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5.6 Release and Full Settlement
 5.7 Liquidated Damages
 5.8 Other Benefits
 ARTICLE 6: PROTECTION OF CONFIDENTIAL INFORMATION
 6.1 Disclosure to and Property of Company
 10




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Confidential Information Work Product
 6.2 Disclosure to Executive
 6.3 No Unauthorized Use or Disclosure
 11




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6.4 Ownership by Company
 6.5 Assistance by Executive
 6.6 Remedies
 ARTICLE 7: NON-COMPETITION OBLIGATIONS
 7.1 General
 12




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Non-Compete Period
   Competitive Operation
   7.2 Non-Disparagement
 13




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7.3 Remedies
 7.4 Reformation
 ARTICLE 8: MISCELLANEOUS
 8.1 Indemnification
 8.2 Payment Obligations Absolute
  14




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8.3 Notices
 If to Company to:
    
    Superior Well Services, Inc.121 Airport Professional BuildingIndiana, Pennsylvania 15701Attention:  Chairman of the Board of DirectorsIf to Executive to:
    
    Daniel Arnold5460 Scout Creek
DriveHoover, AL 35244
  8.4 Applicable Law
 8.5 No Waiver
 8.6 Severability
 8.7 Counterparts
 8.8 Withholding of Taxes and Other Employee Deductions
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8.9 Headings
 8.10 Gender and Plurals
 8.11 Assignment
 8.12 Term
 8.13 Entire Agreement
 16




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IN WITNESS WHEREOF
 SUPERIOR WELL SERVICES, INC.By:

/s/
David E. WallaceName:
    David E. WallaceTitle:
    CEOCOMPANYBy:

/s/
Daniel ArnoldName:
    Daniel ArnoldEXECUTIVE 17




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EXHIBIT A
 RELEASE AGREEMENT
   18




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THIS RELEASE INCLUDES MATTERS
ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING
STRICT LIABILITY,
 OF ANY OF THE COMPANY PARTIES
       19




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ab initio
   STATE OF __________________
    
    §§COUNTY OF _______________
    
    §  NOTARY PUBLIC in and for theState of ___________________
My Commission Expires:  ___________________
Identification produced: 20