Exhibit 10.11


 


MEMORANDUM
TO COMPANY & BOARD OF DIRECTORS


 


Date:                       December 2, 2004


 


To:                           Board of Directors:


Ken R. LeSuer


Michael S. Mathews


Hugh A.
Menown


John
Pimentel


John D.
Schiller, Jr.


Thomas
E. Hardisty


J.
Chris Boswell


 


From:                      Prentis B. Tomlinson, Jr.


 


Re:                          Letter of Resignation


 


Gentlemen:


 


I am pleased that John Schiller has agreed to
join Particle Drilling Technologies Inc. (Company) as President and Chief
Executive Officer, and that Ken R. LeSuer has agreed to serve as Company as Non-Executive
Chairman.  In connection with this event,
this letter will serve as my formal notice of resignation as President, Chief
Executive Officer and Chairman of Particle Drilling Technologies, Inc. and
termination of my Employment Contract dated effective June 1, 2003; subject,
however, to a severance arrangement to be approved by you as follows:


 


•      I would like the Nominating Committee of the
Board of Directors to consider authorizing the formation of an Executive
Committee that will meet each month. 
Such committee would initially be composed of the Chief Executive
Officer of the Company, the Chief Financial Officer of the Company, the
Non-Executive Chairman of the Board of Directors of the Company and myself;


 


•      I will continue to consult and advise the
Company on legal matters relating to the current lawsuit between Company,
ProDril Services Distribution Company and Mr. Hal Curlett, et al, for a period
of time reasonably necessary to bring those matters to a final resolution, or
until such time the Board decides such consulting work is no longer
necessary.  The Company shall reserve the
right to establish a reasonable legal budget for such purposes and I agree to
comply with the requirements of that budget;


 


•      For a period of six (6) months, I will
continue to receive my current base pay of $15,000.00 per month, less
applicable withholding.  Also, I shall be
paid, as soon as


 





















 


practical, my current outstanding expense statements
in the amount of $89,600.33, and shall have such additional business expenses
reimbursed by Company, including, but not limited to air travel and reasonable
lodging expenses.  However, in this
connection, I understand the Company shall reserve the right to establish a
budget for such reasonable business expenses incurred during this period;


 


•      For a two (2) year period, the Company
promises to provide health, dental and life insurance for me and my family
consistent with the plans being offered to the Company employees;


 


•      Upon resignation, all of the stock options
granted under that certain Statutory Incentive Stock Option Agreement and
Non-Statutory Stock Option Agreement, both dated April 8, 2004, shall be
immediately vested and shall remain exercisable until their termination in
accordance with their terms.  The Company
shall undertake to draft an amendment to the stock option plan and/or the
agreements that may be necessary in order to effectuate this provision;


 


•      Once the conditions
of Rule 144 on securities owned by me have been met, the Company shall, upon
request, remove the Rule 144 legend on such shares by giving the transfer agent
instructions to remove such legend and to provide the transfer agent an opinion
letter from the company’s counsel that such Rule 144 legend can be removed, if
necessary; and


 


•      The Company will continue to provide to me
access to office space at Company headquarters during the period of my
consulting for the Company.


 


Should the foregoing meet with your approval,
I will make arrangements necessary to promptly effectuate these provisions and
ask the Company to do likewise.


 


 


Yours truly,


 


 


	
  /s/ Prentis B. Tomlinson,
  Jr.

  	
   

  



 


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