**Exhibit 10.2****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between The Meridian ResourceCorporation, a Texas corporation (referred to herein as the “Company”) and Michael J.Mayell (the “Employee”), dated effective as of the beginning of the day on 29thday of April, 2008.**W I T N E S S E T H:**     WHEREAS, the Employee and the Company desire to have the Employee continue employment with theCompany during the Term (as hereafter defined);     WHEREAS, the Employee and the Company desire to set forth the terms and conditions of theEmployee’s employment with the Company; and     WHEREAS, pursuant to that certain Termination Agreement between the Company and the Employeedated April 29, 2008 (the “Termination Agreement”) the Employee and the Company have agreed toterminate, effective as the beginning of the day on April, 29, 2008, the existing EmploymentAgreement dated August 18, 1993;     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, thereceipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:**AGREEMENTS**     1. Employment Period. Subject to the terms and conditions herein, the Company herebyagrees to continue the Employee in his employment as Chief Executive Officer, and the Employeehereby agrees to remain in the employment of the Company for the period commencing on the EffectiveDate and ending on December 29, 2008 (the “Term”).     2. Terms of Employment.          (a) Positions and Duties. During the Term, the Employee’s position (including status,offices, and reporting requirements), authority, duties and responsibilities shall remaincommensurate in all material respects with those held, exercised and assigned as of the EffectiveDate and the Employee’s services shall be performed at Employer’s current location or only at anyother main office or location of Company within thirty (30) miles from such location.     During the Term, and excluding any periods of vacation and sick leave to which the Employee isentitled, the Employee agrees to devote reasonable attention and time to the business and affairsof the Company, to discharge the responsibilities assigned to the Employee hereunder and to performfaithfully and efficiently such responsibilities. Further, the Employee shall serve, when elected,as a director of the Company, as a director or officer of any subsidiary of the Company, as amember of any committee of any such Board of Directors to which he may be appointed, and theEmployee shall perform such other duties commensurate with his office, as the Board of Directorsmay from time to time assign. During the Term it shall not be a violation of this Agreement for theEmployee to (i) serve on corporate, civic or charitable boards or
 

 
committees, (ii) deliver lectures and fulfill speaking engagements or (iii) manage personalinvestments for so long as such activities do not materially interfere with the performance of theEmployee’s responsibilities in accordance with this Agreement; provided that such civic services,volunteer work or lectures shall not interfere with Employee’s duties to the Company, as set forthin this Agreement, and that Employee shall maintain his or her obligations of confidentiality asset forth in this Agreement at all times during any such civic services, volunteer work or speakingengagements. It is expressly understood and agreed that to the extent that any such activities havebeen conducted by the Employee prior to the Effective Date, the continued conduct of suchactivities (or the conduct of activities similar in nature and scope thereto) subsequent to theEffective Date shall not thereafter be deemed to interfere with the performance of the Employee’sresponsibilities to the Company.          (b) Compensation.               (i) Base Salary. During the Term, the Employee shall receive an annual base salary(“Base Salary”) of SIX HUNDRED THOUSAND AND NO/100 UNITED STATES DOLLARS ($600,000.00),which shall be payable in equal semi-monthly installments.               (ii) Incentive, Saving and Retirement Plans. In addition to Base Salary, the Employeeshall be entitled to participate during the Term in all incentive, savings and retirement plans,practices, policies and programs applicable to other similar key employees of the Company that arein effect from time to time.               (iii) Welfare Benefit Plans. During the Term, the Employee and/or the Employee’sfamily, as the case may be, shall be eligible for participation in and shall receive all benefitsunder any welfare benefit plans, practices, policies and programs provided by the Company (if any)to other similarly situated key employees, including, without limitation, medical, prescription,dental, disability, salary continuance, employee life, group life, accidental death and travelaccident insurance plans and programs.               (iv) Expenses. During the Term, the Employee shall be entitled to receive promptreimbursement for all reasonable expenses incurred by the Employee in accordance with the policies,practices and procedures of the Company in effect, from time to time, for Employee.               (v) Fringe Benefits. During the Term, the Employee shall be entitled to fringebenefits, including payment of automobile expenses and payment of any professional dues and duesfor social club memberships, in accordance with plans, practices, programs and policies of theCompany in effect, from time to time, for the Employee.               (vi) Office and Support Staff. During the Term, the Employee shall be entitled to anoffice or offices of a size and with furnishings and other appointments, and to secretarial andother assistance, at least equal to that provided to the Employee by the Company as of theEffective Date.               (vii) Vacation. During the 2008 calendar year, the Employee shall be entitled to paidvacation of six (6) weeks.
 

 
     3. Termination.          (a) Provision for. This Agreement may only be terminated prior to the end of the Termby the Company or the Employee only in accordance with the terms of Sections 3, 4, 5 and 6 hereof.          (b) Notice of Termination. Any termination by the Company or by the Employee for anyreason other than death shall be communicated by Notice of Termination to the other party heretogiven in accordance with the notice provisions contained in this Agreement. For purposes of thisAgreement, a “Notice of_Termination” means a written notice which specifies the terminationdate.          (c) Date of Termination. “Date of Termination” means the date of receipt ofthe Notice of Termination or any later date specified therein, as the case may be; providedhowever, that (i) if the Employee’s employment is terminated by the Company, the Date ofTermination shall be the date on which the Company notifies the Employee of such termination exceptfor termination for “Good Cause” (as hereinafter defined) (ii) if the Employee’s employment isterminated by reason of Good Cause the Date shall be the earliest of (i) date of the conviction,adjudication or judgment by the court of competent jurisdiction, or (ii) last day of the term ofthis Agreement and (iii) if the Employee’s employment is terminated by reason of death, the Date ofTermination shall be the date of death of the Employee.     4. Obligation of the Company upon Termination (Except Due to Death, Disability or GoodCause). If after the date of the Agreement, the Company shall breach any agreement providingfor or respecting the employment of the Employee or if during the Term, the Company shall terminatethe Employee’s employment for any reason other than for death or Good Cause, or if during the Term,the Employee shall terminate his Employment for “Good Reason” (as defined below), then the Companyshall pay or cause to be paid to the Employee the aggregate of the following amounts:     A. Within 30 days following the Date of Termination the Company shall pay or cause tobe paid to the Employee, in cash, (i) the Employee’s earned but unpaid Base Salary throughthe Date of Termination for periods through but not following the Employee’s Separation FromService (the “Accrued Salary”) and (ii) the Employees accrued vacation pay, to theextent not theretofore paid (the sum of the amounts described in clauses (i) and (ii) shallbe hereinafter referred to as the “Accrued Obligations”).     B. The Company shall pay or cause to be paid to the Employee, in cash, the Employee’scurrent Base Salary for the remainder of the Term for periods following the Employee’sSeparation From Service on the date of his Separation From Service if he is not a SpecifiedEmployee on the date of his Separation From Service or on the date that is six monthsfollowing the date of his Separation From Service if he is a Specified Employee on the dateof his Separation From Service. For purposes of this Agreement, the terms “SeparationFrom Service” and “Specified Employee” shall have the meanings ascribed to thoseterms in Section 409A. For purposes of this Agreement “Section 409A” means section409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
 

 
the rules and regulations promulgated thereunder by the Department of Treasury and theInternal Revenue Service.     C. For the remainder of the Term and until October 31, 2010 or such longer period asany plan, program, practice or policy may provide, the Company shall continue benefits tothe Employee and/or the Employee’s family at least equal to those which would have beenprovided to them in accordance with the plans, programs, practices and policies described inSection 2(b)(iii) and (v) of this Agreement if the Employee’s employment had not beenterminated , including health insurance and life insurance, in accordance with the plans,practices, programs or policies of the Company in effect prior to the Termination Date, andfor purposes of eligibility for retiree benefits pursuant to such plans, practices, programsand policies, the Employee shall be considered to have remained employed until the end ofthe Term and to have retired on the last day of such period. If the dental, accident,health insurance or other benefits specified in this Section 4.C are taxable to theEmployee, the following provisions shall apply to the reimbursement or provision of suchbenefits. The Employee shall be eligible for reimbursement for covered welfare expenses, orfor the provision of such benefits on an in-kind basis, during the period commencing on theexpiration of the Term and ending on October 31, 2010. The amount of such welfare benefitseligible for reimbursement or the in-kind benefits to be provided under this Section 4.Cduring the Employee’s taxable year shall not affect the expenses eligible for reimbursement,or the in-kind benefits to be provided, in any other taxable year (with the exception ofapplicable lifetime maximums applicable to medical expenses or medical benefits described insection 105(b) of the Code). The Company shall reimburse an eligible welfare benefitexpense that is not a nontaxable insured benefit on or before the last day of the Employee’staxable year following the taxable year in which the expense was incurred. The Employee’sright to reimbursement or direct provision of benefits under this Section 4.C is not subjectto liquidation or exchange for another benefit.For purposes of this Agreement, “Good Reason” means:               (i) if there is a change in the nature of the scope of functions, powers, authorities, dutiesor responsibilities as set forth in Section 2(a) of this Agreement, which change is not remedied bythe Company within thirty (30) days after receipt of notice thereof given by the Employee;               (ii) any failure by the Company to comply with any of the provisions of Section 2(b) of thisAgreement, which is not remedied by the Company within thirty (30) days after receipt of noticethereof given by the Employee;               (iii) the Company’s requiring the Employee to be based at any office or location other thanthat described in Section 2(a) hereof, except for travel reasonably required in the performance ofthe Employee’s responsibilities;               (iv) any purported termination by the Company of the Employee’s employment except for “GoodCause” (hereinafter defined) or Death; or
 

 
               (v) any failures by the Company to comply with and satisfy Section 12 of this Agreement.     5. Obligation of the Company upon Termination Due to Death, or Disability. If theEmployee shall die or become Disabled (as defined below) during the Term, then the Company shallpay or cause to be paid to the Employee’s estate the aggregate of the following amounts:     A. Within 30 days following the date of the death of the Employee, the Company shallpay or cause to be paid to the Employee’s estate, in cash, the Accrued Obligations.     B. Within 30 days following the date of the death of the employee or the Employeebecoming Disabled, the Company shall pay or cause to be paid to the Employee and/or theEmployee’s estate, in cash, the Employee’s current Base Salary for the remainder of the Termfor periods following the date of the Employee’s death.     C. For the remainder of the Term and until October 31, 2010 or such longer period asany plan, program, practice or policy may provide, the Company shall continue benefits tothe Employee’s family at least equal to those which would have been provided to them inaccordance with the plans, programs, practices and policies described in Section 2(b)(iii)and (v) of this Agreement if the Employee’s employment had not been terminated, includinghealth insurance and life insurance, in accordance with the plans, practices, programs orpolicies of the Company in effect prior to the Termination Date, and for purposes ofeligibility for retiree benefits pursuant to such plans, practices, programs and policies,the Employee shall be considered to have remained employed until the end of the Term and tohave retired on the last day of such period. If the dental, accident, health insurance orother benefits specified in this Section 5.C are taxable to the Employee’s family, thefollowing provisions shall apply to the reimbursement or provision of such benefits. TheEmployee’s family shall be eligible for reimbursement for covered welfare expenses, or forthe provision of such benefits on an in-kind basis, during the period commencing on theexpiration of the Term and ending on October 31, 2010. The amount of such welfare benefitseligible for reimbursement or the in-kind benefits to be provided under this Section 5.Cduring the taxable of the Employee’s family shall not affect the expenses eligible forreimbursement, or the in-kind benefits to be provided, in any other taxable year (with theexception of applicable lifetime maximums applicable to medical expenses or medical benefitsdescribed in section 105(b) of the Code). The Company shall reimburse an eligible welfarebenefit expense that is not a nontaxable insured benefit on or before the last day of thetaxable year of the Employee’s family following the taxable year in which the expense wasincurred. The right of the Employee’s family to reimbursement or direct provision ofbenefits under this Section 5.C is not subject to liquidation or exchange for anotherbenefit.     D. For purpose of this Agreement, the term Disabled shall have the meaning ascribed tothat term in Section 409A.
 

 
     6. Obligation of the Company Upon Termination For Good Cause.     If the Employee’s employment is terminated by the Company for Good Cause, this Agreement shallterminate without further obligations to the Employee, except as set out in this Sectionand under this Agreement as it does not conflict with this Section, other than for the payment ofthe Accrued Obligations. The Company shall pay the Accrued Obligations to the Employee, asapplicable, in a cash lump sum within thirty (30) days of the Date of Termination. For purposesof this Agreement, “Good Cause” means:               (i) The Employee has been convicted of a felony by a court of competent jurisdiction and suchconviction is no longer subject to direct appeal.               (ii) The Employee has been adjudicated by a court of competent jurisdiction to be mentallyincompetent which mental incompetency directly affects his ability to serve, Employer, and suchadjudication is no longer subject to direct appeal.               (iii) A court of competent jurisdiction has rendered a judgment that the Employee hascommitted acts of fraud or willful malfeasance that has materially damaged the Company and suchdeterminations is no longer subject to direct appeal.     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit theEmployee’s continuing or future participation in any benefit, bonus, incentive or other plans,programs, policies or practices, provided by the Company and for which the Employee may qualify,nor shall anything herein limit or otherwise affect such rights as the Employee may have under anystock option or warrant or other agreements with the Company. Amounts which are vested benefits orwhich the Employee is otherwise entitled to receive under any plan, policy, practice or program ofthe Company at or subsequent to the Date of Termination shall be payable in accordance with suchplan, policy, practice or program.     8. Full Settlement. The Company’s obligation to make or cause to be made the paymentsprovided for in this Agreement and otherwise to perform its obligation hereunder shall not beaffected by any set-off, counterclaim, recoupment, defense or other claim, right or action whichthe Company may have against the Employee or others. In no event shall the Employee be obligated toseek other employment or take other action by way of mitigation of the amounts payable to theEmployee under any of the provisions of this Agreement.     9. Legal Fees. The Company agrees to pay, or cause to be paid, to the full extentpermitted by law, all legal fees and expenses which the Employee may reasonably incur as a resultof any contest (regardless of the outcome thereof) by the Company or others of the validity orenforceability of, or liability under, any provision of this Agreement or any guarantee ofperformance thereof. Such payments under this Section 9 shall be made within ten (10) businessdays after the delivery of the Employee’s written request for the payment accompanied by suchevidence of fees and expenses incurred as the Company may reasonably require. In any event theCompany shall pay the Employee such legal fees and expenses by the last day of the Employee’staxable year following the taxable year in which the Employee incurred such legal fees andexpenses. The legal fees or expenses that are subject to reimbursement pursuant to this Section 9shall not be limited as a result of when the fees or expenses are incurred. The amount
 

 
of legal fees or expenses that is eligible for reimbursement pursuant to this Section 9 duringa given taxable year of the Employee shall not affect the amount of expenses eligible forreimbursement in any other taxable year of the Employee. The right to reimbursement pursuant tothis Section 9 is not subject to liquidation or exchange for another benefit.     10. Disputed Payments and Refusals to Pay. If the Company fails to make a paymentunder this Agreement in whole or in part as of the payment date specified in this Agreement, eitherintentionally or unintentionally, other than with the express or implied consent of the Employee,the Company shall owe the Employee interest on the delayed payment at the applicable Federal rateprovided for in section 7872(f)(2)(A) of the Code if the Employee (i) accepts the portion (if any)of the payment that the Company is willing to make (unless such acceptance will result in arelinquishment of the claim to all or part of the remaining amount) and (ii) makes prompt andreasonable good faith efforts to collect the remaining portion of the payment. Any such interestpayments shall become due and payable effective as of the applicable payment date(s) specified inSection 4, Section 5 or Section 6 with respect to the delinquent payment(s) due under Section 4,Section 5 or Section 6.     11. Confidential Information. The Employee shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge or data relating to theCompany which shall have been obtained by the Employee during the Employee’s employment with theCompany and which shall not be or become public knowledge (other than by acts by the Employee orhis representatives in violation of this Agreement). After termination of the Employee’semployment with the Company, the Employee shall not, without written consent of the Company,communicate or divulge any such information, knowledge or data to anyone other than the Company andthose designated by it. In no event shall an asserted violation of the provisions of this Sectionconstitute a basis for deferring or withholding any amounts otherwise payable to the Employee underthis Agreement.     12. Assignment and Binding Effect. This Agreement is personal to the Employee andwithout the prior written consent of the Company shall not be assignable by the Employee otherwisethan by will or the laws of descent and distribution. This Agreement shall be binding upon andshall inure to the benefit of and be enforceable by each party hereto and each party’s respectivesuccessors, heirs, assigns and legal representatives.     13. Successor. The Company shall require any successor (whether direct or indirect,by purchase, merger, consolidation, or otherwise) to all or substantially all of the businessand/or assets of the Company to assume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform it if no suchsuccession had taken place. As used in this Agreement, “Company” shall mean the Company ashereinbefore defined and any successor to its business and/or assets.     14. During the term of any NPI assignment, Employee agrees that he shall not directly orindirectly, by, through, or on behalf of himself or others, acquire any mineral interest within thegeographical boundaries of such NPI assignment.     15. Law Governing. This Agreement shall be governed by and construed in accordancewith the laws of the State of Texas. This Agreement was executed in Houston,
 

 
Harris County, Texas and performance of this Agreement will be made in such place. The stateand federal courts within Harris County, Texas shall have exclusive jurisdiction over any disputearising in connection with this Agreement. The parties hereby submit to the jurisdiction of thecourts within Harris County, Texas solely for this purpose.     16. Notices. All notices and other communications hereunder shall be in writing andshall be personally given by hand delivery to the other party or sent by registered or certifiedmail, return receipt requested, postage prepaid, addressed as follows:     If to the Employee:                            If to the Company: The Meridian Resource Corporation  1401 Enclave Parkway, Suite 300  Houston, Texas 77077  Attention:       or to such other address as either party shall have furnished to the other in writing in accordanceherewith. Notice and communications shall be effective when actually received by the addressee, orif mailed, on the seventh (7th) day following the day on which it was deposited in theUnites States mail.     17. Severability. 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 provisionshall be fully servable and this Agreement and each separate provision hereof shall be construedand enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part ofthis Agreement, and the remaining provisions of this Agreement shall remain in full force andeffect and shall not be affected by the illegal, invalid, unenforceable provision or by itsseverance from this Agreement.     18. Headings. The headings of the paragraphs of this Agreement have been inserted forconvenience of reference only and shall not be construed or interpreted to restrict or modify anyof the terms or provisions hereof.     19. Remedies. With respect to each and every breach, violation, or threatened breachor violation by the Employee or the Company of any of the covenants set forth herein, the Companyand the Employee, in addition to all other remedies available at law or in equity, includingspecific performance of the provisions hereof, shall be entitled to enjoin the commencement orcontinuance thereof and may apply for entry of an injunction.     20. No Waiver. The failure to enforce at any time any of the provisions of thisAgreement or to require at any time performance by the other party of any of the provisions hereofshall in no way be construed to be a waiver of such provisions or to affect the validity of thisAgreement, or any part hereof, or the right of either party thereafter to enforce each and everysuch provision of this Agreement in accordance with the terms of this Agreement.
 

 
     21. Counterparts. This Agreement may be executed un two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument.     22. Consulting Agreement. Following the expiration of the Term, from December 30, 2008until April 30, 2009, the Employee shall be make himself available to consult with the Company fromtime to time as reasonably requested by the Company. The parties intend that the Employee’s levelof services rendered to the Company following the Term shall permanently decrease to a level thatis no more than 20 percent of the average level of services performed by the Employee over the36-month period immediately preceding December 30, 2008. The parties shall enter into a consultingagreement (the “Consulting Agreement”) which shall contains terms substantially identicalto the terms specified in clauses (i), (iv) and (vi) of Section 2(b). The Consulting Agreement isattached hereto as Exhibit A.     23. Entire Agreement.          (a) This Agreement, the Termination Agreement, and the Consulting Agreement embody the entireagreement and understanding between the parties hereto with respect to the subject matter hereofand supersedes all prior agreements and understandings, whether written or oral, relating to thesubject matter hereof, unless expressly provided otherwise herein and except for (1) the Employee’srights in and under all stock options and warrants currently held by the Employee, (2) theEmployee’s right, granted pursuant to the NPI Agreement (as defined in the Termination Agreement),in various oil and gas properties in which Company or its affiliates also holds an interest, (3)the Employee’s right to participate in future prospects as previously authorized by the Board ofDirectors of Employer, which right is set forth in that certain Participation Agreement datedeffective January 1, 1992 between Company and the Employee, (4) all rights of the Employee underany other existing employee benefit plans established and adopted for employees of Company ingeneral, (5) all rights of the Employee to indemnity under all indemnification provided by Companyor any third parties and (6) other similar arrangements of Company and all agreements with respectto the foregoing.          (b) No amendment or modification of this Agreement, unless expressly provided otherwiseherein, shall be valid unless made in writing and signed by each of the parties whose rights,duties, or obligations hereunder would in any way be affected by any amendment or modification.          (c) No representations, inducements, or agreements have been made to induce either theEmployee or Company to enter into this Agreement which are not expressly set forth herein. ThisAgreement is the sole source of rights and duties as between Company and the Employee relating tothe subject matter of this Agreement, except as expressly provided herein.     IN WITNESS WHEREOF, the Employee has hereunto set his hand and, pursuant to the authorizationfrom its Board of Directors, the Company has caused these presents to be executed in its name onits behalf, all as of the day and year first above written.
 

 
       EMPLOYEE            /s/ Michael J. Mayell               THE MERIDIAN RESOURCE CORPORATION, a Texas corporation            By: /s/ Lloyd V. DeLano         Lloyd V. DeLano    Senior Vice President
 

 
**Exhibit A****CONSULTING AGREEMENT**     THIS CONSULTING AGREEMENT (this “Agreement”) by and between The Meridian ResourceCorporation, a Texas corporation (referred to herein as the “Company”) and Michael J.Mayell (the “Consultant”), dated effective as of the beginning of the day on30th day of December, 2008.**W I T N E S S E T H:**     WHEREAS, the Company desires to retain the consulting services of the Consultant; and     WHEREAS, the Consultant and the Company desire to set forth the terms and conditions of theConsultant’s consulting arrangement with the Company;     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, thereceipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:**AGREEMENTS**     1. Consulting Period. The Company and the Consultant hereby agree that theConsultant shall provide consulting services to the Company for the period commencing on December30, 2008 and ending on April 30, 2009 (the “Consulting Period”).     2. Terms of Consulting Arrangement.          (a) Duties. During the Consulting Period, the Consultant shall be make himselfavailable to consult with the Company from time to time as reasonably requested by the Company. Theparties intend that following December 29, 2008, the Consultant’s level of services rendered to theCompany shall permanently decrease to a level that is no more than 20 percent of the average levelof services performed by the Consultant over the 36-month period immediately preceding December30, 2008. The Company agrees that the amount and the scheduling of the services provided by theConsultant under this Agreement shall be such that the services do not interfere with theConsultant’s schedule or his obligations to any subsequent employer.          (b) Services. The Consultant’s services may include, but are not limited to: (a) advising theCompany regarding the Company’s operations; (b) advising and assisting the board of Directors withrespect to the Company’s planning processes, including preparing the annual budgets; (c) acting asliaison when requested between the Company and those persons, entities and agencies having a directworking relationship with the Company; (d) advising the Company with respect to national, state andcommunity issues which impact, affect or influence, or which may impact, affect or influence theCompany and its various programs; (e) coordinating and designing programs to enhance the image andoperations of the Company; (f) the coordination and implementation of internal controls andadvising the Company regarding the establishment and design of such controls; (g) the preparationand submission to the Board of Directors of such
 

 
reports and data on Company operations as the Consultant deems appropriate; (h) advising theBoard of Directors regarding the performance of various administrative functions on behalf of theBoard of Directors; (i) advising the Board of Directors regarding the hiring, managing, training,promoting and evaluating of Company personnel and consultants; (j) training and orientation of newDirectors; and (k) such other functions as are normally performed by independent Consultants thatprovide services to similar companies. The Consultant shall provide the services contemplated bythis Agreement to the Company to the best of his ability in a prompt, diligent and competent mannerat such times as are mutually convenient for the Company and the Consultant and shall devote suchtime to the performance of such services as shall be mutually agreed to by the Company and theConsultant from time to time.          (c) Location. The parties agree that the Consultant’s services shall be performed atConsultant’s current location or only at any other main office or location of Company within thirty(30) miles from such location.          (d) Compensation.               (i) Consulting Fees. During the Consulting Period, the Consultant shall receivemonthly remuneration of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), which shall be payable inequal semi-monthly installments.               (ii) Expenses. During the Consulting Period, the Consultant shall be entitled toreceive prompt reimbursement for all reasonable expenses incurred by the Consultant in accordancewith the policies, practices and procedures of the Company.               (iii) Office and Support Staff. During the Consulting Period, the Consultant shall beentitled to an office or offices of a size and with furnishings and other appointments, and tosecretarial and other assistance, at least equal to that provided to the Consultant as of theDecember 29, 2008. In addition, Consultant shall continue to receive, during the ConsultingPeriod, the benefits set forth in Section (ii) (iii) & (v) of Section 2(b) of the New EmploymentAgreement dated as of April 29, 2008.     3. Status of Consultant. The parties agree that during the Consulting Period theConsultant shall serve as an independent contractor rather than as an employee of the Company. TheConsultant shall pay when due all local, state and federal taxes applicable to the Consultant’sperformance of work hereunder.     4. Full Settlement. The Company’s obligation to make or cause to be made thepayments provided for in this Agreement and otherwise to perform its obligation hereunder shall notbe affected by any set-off, counterclaim, recoupment, defense or other claim, right or action whichthe Company may have against the Consultant or others.     5. Confidential Information. The Consultant shall hold in a fiduciary capacity forthe benefit of the Company all secret or confidential information, knowledge or data relating tothe Company which shall have been obtained by the Consultant during the Consulting Period and whichshall not be or become public knowledge (other than by acts by the Consultant or hisrepresentatives in violation of this Agreement). After expiration of the Consulting Period, theConsultant shall not, without written consent of the Company, communicate or divulge any such
 

 
information, knowledge or data to anyone other than the Company and those designated by it. Inno event shall an asserted violation of the provisions of this Section constitute a basis fordeferring or withholding any amounts otherwise payable to the Consultant under this Agreement.“Confidential Information” as used in this Agreement is means all disclosures and information, dataand knowledge contained in any documents (whether geological, geophysical, economic, financial ormanagement, and whether in the form of maps, charts, logs, seismographs, interpretations,calculations, summaries, opinions or other written or charted means) which are related, directly orindirectly, to the prospect or to the exploration potential of the geographical area, and whichhave previously hereto or during the Term hereof delivered or disclosed to or known by theConsultant.     6. Assignment and Binding Effect. This Agreement is personal to the Consultant andwithout the prior written consent of the Company shall not be assignable by the Consultant. ThisAgreement shall be binding upon and shall inure to the benefit of and be enforceable by each partyhereto and each party’s respective successors, heirs, assigns and legal representatives.     7. Successor. The Company shall require any successor (whether direct or indirect,by purchase, merger, consolidation, or otherwise) to all or substantially all of the businessand/or assets of the Company to assume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform it if no suchsuccession had taken place. As used in this Agreement, “Company” shall mean the Company ashereinbefore defined and any successor to its business and/or assets.     8. Law Governing. This Agreement shall be governed by and construed in accordancewith the laws of the State of Texas without. This Agreement was executed in Houston, HarrisCounty, Texas and at least partial performance of this Agreement will be made in such place.     9. Notices. All notices and other communications pertaining to this Agreement shallbe in writing and shall be personally given by hand delivery to the other party or sent byregistered or certified mail, return receipt requested, postage prepaid, addressed as follows:     If to the Consultant:                            If to the Company: The Meridian Resource Corporation  1401 Enclave Parkway, Suite 300  Houston, Texas 77077  Attention:       or to such other address as either party shall have furnished to the other in writing in accordanceherewith. Notice and communications shall be effective when actually received by the addressee, orif mailed, postage prepaid, on the seventh (7th) day following the day on which it wasdeposited in the Unites States mail.     10. Severability. 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 provisionshall
 

 
be fully servable and this Agreement and each separate provision hereof shall be construed andenforced as if such illegal, invalid, or unenforceable provisions had never comprised a part ofthis Agreement, and the remaining provisions of this Agreement shall remain in full force andeffect and shall not be affected by the illegal, invalid, unenforceable provision or by itsseverance from this Agreement.     11. Headings. The headings of the paragraphs of this Agreement have been inserted forconvenience of reference only and shall not be construed or interpreted to restrict or modify anyof the terms or provisions hereof.     12. Remedies. With respect to each and every breach, violation, or threatened breachor violation by the Consultant or the Company of any of the covenants set forth herein, the Companyand the Consultant, in addition to all other remedies available at law or in equity, includingspecific performance of the provisions hereof, shall be entitled to enjoin the commencement orcontinuance thereof and may apply for entry of an injunction.     13. No Waiver. The failure to enforce at any time any of the provisions of thisAgreement or to require at any time performance by the other party of any of the provisions hereofshall in no way be construed to be a waiver of such provisions or to affect the validity of thisAgreement, or any part hereof, or the right of either party thereafter to enforce each and everysuch provision of this Agreement in accordance with the terms of this Agreement.     14. Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be deemed to be an original, but all of which together shall constitute but one andthe same instrument.     IN WITNESS WHEREOF, the Consultant has hereunto set his hand and, pursuant to theauthorization from its Board of Directors, the Company has caused these presents to be executed inits name on its behalf, all as of the day and year first above written.       CONSULTANT                              THE MERIDIAN RESOURCE CORPORATION, a Texas corporation            By: