Exhibit 10.10


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made this 15th
day of July, (the “Effective Date”), between PRODRIL ACQUISITION COMPANY, INC.
(the “Company”), a Texas corporation with offices and principal place of business
at 3101 Big Horn Avenue, Cody, Wyoming 82414-9250 (the “Company”) and Gordon
Tibbitts, residing at 1378 Lakewood Circle, Salt Lake City, Utah, (the “Employee”)
for the purposes and considerations herein expressed.


 


ARTICLE I – EMPLOYMENT


 


Section
1.0:          Duties:  The Company hereby employs the Employee and
the Employee hereby accepts employment as Vice President – Drill Bit Division
of the Company.  In such capacity the
Employee shall perform such duties, provide such services and have such
responsibilities commensurate with his position as 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.


 


Section
1.1            Employment Term: 
Subject to the provisions for Termination hereinafter provided, the “Employment
Term” of this Agreement shall be that consecutive period of employment beginning
on the Effective Date and ending on July 15, 2004.  This Agreement shall automatically be renewed
each July 15th for an additional period of Twelve (12) consecutive months
unless terminated by the Company or the Employee under the provisions for
Termination hereinafter provided.


 


Section
1.2            Extent of Services:  During
each of the above described periods, the Employee shall devote his entire
productive time, attention and energies to the business of the Company and
shall devote a minimum of forty (40) hours a week to its business.  The Employee shall not, during the Employment
Term, be engaged in any other business activity unrelated to the business of
the Company, whether or not such business activity is pursued for gain, profit
or other pecuniary advantage unless expressly approved in advance by the
Company’s Board of Directors; however, this provision shall not be construed to
prevent the Employee from investing his personal assets in such form or manner
as will not require any substantial part of the Employee’s services in the
operation or affairs of the business(es) in which such investment(s) shall be
made.  The Employee, so long as he is
employed by the Company, shall not accept appointment or election as a
director, officer, consultant or in any other capacity in any other business,
whether or not competitive with the Company, without the express written
consent of the Company’s Board of Directors, except as employee is so engaged
prior to the effective date of this Agreement, and said prior engagements, if
any, are fully listed on Exhibit “A” attached hereto and made a part hereby.  The Employee agrees to terminate any such
engagement that is now or hereinafter deemed competitive with the Company in
the sole discretion of the Company.  The
Employee understands and agrees that the corporate base of the Company is Cody,
Wyoming and that the base of his employment is Salt Lake City, Utah.  The Employee will be present for any and all
operations that require the Employee’s presence in Cody, Wyoming.


 


ARTICLE II – COMPENSATION


 


Section  2.0           Compensation:  The Company shall compensate the Employee, at
the rate(s) set out in Exhibit “B”, attached hereto and made a part hereof.


 


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Section  2.1           Incentive Program: The Company shall provide the Employee
the Program as set out in Exhibit “C”, attached hereto and made a part hereof.


 


Section  2.2:          Bonuses:  The Company
expects to pay bonuses to the Employee during the term hereof.  Each such bonus shall be payable at such time
and in such amounts, as, determined by the Company’s Board of Directors, in its
sole and absolute discretion.


 


Section  2.3:          Expenses:  The
Employee may incur expenses on behalf of the Company, for Company purposes,
including expenses for travel, entertainment or similar items.  The Company will reimburse the Employee for
all such authorized expenses upon submission of expense reports by the Employee
presented within 60 days after such expenses are incurred and accompanied by
paid receipts for each item for which reimbursement is so requested.


 


Section  2.4:          Vacations:  The Employee
shall be entitled each year to a vacation of Four (4) weeks.  Vacation time may not be accumulated from
year to year.


 


Section  2.5:          Holidays:  The Employee shall be entitled to the
standard paid holidays as set forth annually by the Employer.


 


ARTICLE III –TERMINATION


 


Section
3.0:           Termination:  The
Company may, upon written notice, immediately terminate employment and this
Agreement if the Company, in its sole and absolute discretion:


 


Section
3.0.1:       determines that the Employee is incompetent,
or incapable of performing those duties that reasonably may be assigned to him;
or,


 


Section
3.0.2:       determines that the Employee has acted in bad
faith or dishonestly in the performance of his duties; or,


 


Section
3.0.3:       determines that the Employee has violated any
provisions of Article IV of this Agreement; or,


 


Section
3.0.4:       determines that the Employee is unable to
perform his assigned duties by reason of illness, injury or incapacity which
has continued for a continuous period of more than Thirty (30) days; or,


 


Section
3.0.5:       determines that after proper notification the
Employee has failed to terminate any competitive position or activity as
referred to in Section 1.2 specifically identified by the Company; or,


 


Section
3.0.6:       the acquisition of the assets of ProDril
Services Incorporated and ProDril Services International, Ltd. is terminated
for any reason or ProDril Acquisition Company, Inc. is unable to secure title
to the patents and licenses held by CCORE Technologies and the Curlett Family
Partnership.


 


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If this Agreement is
terminated for any reason, the Company shall pay the Employee the amount(s)
provided in Section 3.2.


 


Section
3.1:           Employee Terminate:  The
Employee shall have the right to terminate this Agreement for any reason upon
written notice to the Company specifying the date of such termination which
shall be not less than 15 nor more than 60 days from
the date of delivery of such notice to the Company.  In the event of termination of this Agreement
by the Employee, the Employee shall be paid the amounts specified in Section
3.2.


 


Section
3.2:           Payment on Termination: 
Within 30 days after termination of the employment of the Employee with
the Company, the Company shall pay the Employee the full amount of all earned
but unpaid salary pro-rata through the date of his actual termination of
services plus the full amount of any bonus theretofore granted to him but
unpaid on the date of such termination and other bonuses to which she is
otherwise entitled less appropriate withholding and less all amounts due the
Company from the Employee as of the date of such termination.  In the case of termination under Section
3.0.1 or 3.0.2 or 3.0.3 or 3.0.5 hereof, the Company shall have the right, as
determined solely by the Board of Directors of the Company, to make payment of
the outstanding amount(s) due to the Employee in cash.  In the case of termination under Section 3.0.6
above, the Company shall make a payment to the Employee in cash equal to 30
days as set forth in Exhibit B.


 


ARTICLE IV - PROTECTIVE AGREEMENTS AND REMEDIES


 


Section
4.0:           Restrictive Covenant: 
Employee covenants and agrees, that unless the Company consents in
writing, he shall not render the services nor perform the duties encompassed under
this Agreement for any other firm, business or person developing, licensing,
franchising, using, leasing, selling and/or marketing products or devices of
any type developed, licensed, franchised, used, leased, marketed and/or sold by
the Company during the term of his employment, nor perform any services related
directly or indirectly thereto; and that upon termination of his employment
with the Company, whether by termination of this Agreement, wrongful discharge
or otherwise, Employee shall not directly or indirectly, enter into or engage
in direct competition with the Company specifically related to its proprietary
products or services in the business of marketing, franchising, licensing,
using, leasing, marketing and/or selling competing products, or services either
as an individual, partner, joint venturer, employee, consultant or agent for
any person or entity located within the territory of the Company’s proprietary
license or patents which cover worldwide application of such patents and
licenses as the case may be for a period of two (2) years after the date of
such termination of his employment hereunder. 
“Competition” as used herein means the offer or sale of any proprietary product,
process or service of any person or organization other than the Company, in
existence or under development, which resembles or competes with a proprietary
product, or service utilizing same developed, produced, marketed, franchised,
licensed, used, leased and/or sold by the Company during the Employee’s
employment under this Agreement.


 


Section
4.1:           Proprietary Nature of Products
and Services: The Company
and Employee hereby agree that any proprietary products, any part thereof, or
any services utilizing same, developed, produced, marketed, franchised,
licensed, leased or sold by the Company, including original computer programs,
as well as any trade secrets utilized therein, whether consisting of designs,
configurations, formulas, specifications, or otherwise developed by Employee or
to which Employee shall have access or with which Employee shall become
familiar during the course of his employment under this Agreement, or utilized
in any services sold, marketed, licensed, franchised or leased by the Company,
shall be and remain the sole and exclusive property of the Company.  All other information relating to the
business of the Company, including but not limited to the identity of its
customers, licensees,


 


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franchisees, distributors, and suppliers, its
arrangements with such persons, technical data relating to its proprietary
products and services, no matter when or how such information may be or shall
have been acquired by the Employee, shall be treated by the Employee as
confidential and proprietary information of the Company, both during and after
the termination of Employee’s employment under this Agreement.  Except as may be required in the normal
course of the business of the Company, as the Company shall determine from time
to time, the Employee shall not disclose any such information at any time to
any person other than authorized employees of the Company.  All such confidential and/or proprietary
information of the Company made available, developed, produced, correlated or
reproduced by the Employee during the term of his employment, including but not
limited to all data, work product, work papers, and other records and written
material, developed, prepared or compiled by the Employee or obtained in any
way by the Employee while in the employ of the Company, whether pursuant to
this Agreement or otherwise, shall be the sole and exclusive property of the
Company and none of such materials, writings and records, nor copies thereof,
shall be retained by Employee upon termination of his employment.  On termination of the employment of the
Employee for any reason, the Employee agrees to deliver to the Company any and
all such documents, work product, work papers and other written evidence
thereof, together with all copies thereof, and further agrees to execute and deliver
to the Company written waivers, assignments and other documents as the Company
may reasonably require to evidence its sole and exclusive ownership and rights
therein and thereto.


 


Section
4.2:           Assignment of Inventions: 
Except as may be expressly prohibited by a law directly applicable to
the employment of the Employee hereunder, Employee, without additional
compensation, hereby assigns and transfers to the Company, and agrees to assign
and transfer to the Company, his entire worldwide right, title and interest in
and to all Inventions, whether or not patentable and whether or not reduced to
practice, made or conceived by the Employee (whether made solely by him or
jointly with others) during the period of his employment with the Company which
relate in any manner to the research and development of the Company, its
subsidiaries or affiliates, or result from any task assigned to the Employee or
any work performed by his for or on behalf of the Company, its subsidiaries or
affiliates.  The Company acknowledges,
that at its sole discretion, may as an incentive to the Employee and to other
employees, offer an incentive type award or bonus for Employee(s) contribution
to any such inventions developed during their term of employment.  The
Employee agrees that all such Inventions are and shall be the sole and
exclusive property of the Company, (as used in this Agreement, “Inventions”
shall include, but not be limited to, ideas, improvements, designs, products,
processes, copyrights, copyrightable material and other discoveries made or
developed by the Employee prior to the termination of this Agreement).


 


Section
4.3            Disclosure: The Employee agrees that in connection with
any “Invention” (as defined in section 4.2), the Employee shall:


 


Section
4.3.1:       Disclose such Invention promptly in writing
to his immediate superior at the Company, with a copy to the Board of
Directors, regardless of whether the Employee believes the Invention is
patentable or available for copyright in order to permit the Company to claim
rights to which it may be entitled under this Agreement.  Such disclosure shall be received in
confidence by the Company and shall be reviewed by the Company within a
reasonable period of time after disclosure in accordance with the Company’s
then current procedure for determination of the Company’s rights in such
Inventions under this Agreement.  In the
event that the Company shall determine that it does not intend to claim any
rights in such Invention, the Company shall release the Employee to claim
personal ownership of such inventions. In addition, the Company shall maintain
such disclosure in confidence and shall not use the same, at the request of the
Employee, until notified by the Employee in writing that the Company may
disclose or use the Invention, or until such disclosure shall become


 


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known or used in the industry through no fault of
the Company.  In the event that the
Company shall own rights to the Invention under this Agreement, Company shall
be entitled to maintain or terminate the confidentiality of the disclosure by
the Employee, as the Company may determine in its sole discretion;


 


Section
4.3.2:       At the Company’s request, promptly execute a
written assignment of title to the Company for any Invention required to be
assigned by Section 4.3 (“Assignable Invention”) and the Employee shall
preserve any such Assignable Invention as confidential information of the
Company; and,


 


Section
4.3.3:       Assist the Company or its nominee (at the
Company’s expense) whether during or at any time subsequent to the termination
of the employment of the Employee pursuant to this Agreement, in every
reasonable way to obtain for the Company’s own benefit patents and copyrights
in any and all countries, which Inventions shall be and remain the sole and
exclusive property of the Company or its nominee whether or not patented or
copyrighted.  The Employee agrees to
execute such papers and perform such lawful acts as the Company deems to be
necessary to allow it to exercise all rights, titles and interests in such
patents and copyrights.


 


Section
4.3.4:       Execute, acknowledge and deliver to the
Company or its nominee upon the request and at the expense of the Company or
such nominee, all such documents, including applications for patents and
copyrights and assignments of Inventions, patents and copyrights to be issued
therefor, as the Company may determine necessary or desirable to apply for and
obtain letters patent and/or copyrights on such Assignable Inventions in any
and all countries and /or to protect the interest of the Company or its nominee
in such Inventions, patents and copyrights and to vest title thereto in the
Company or its nominee.


 


Section
4.3.5:       Keep and maintain adequate and current
written records of all Inventions made by the Employee (in the form of notes,
sketches, drawings and as may be specified by the Company), which records shall
be available only to and remain the sole property of the Company at all times.


 


Section
4.4:           Remedies:  In
the event of a breach or a threatened breach by the Employee of any of the
provisions of this Article IV, the Company shall, in addition to any other
available remedies, be entitled to an injunction: (i) restraining Employee from
(a) disclosing, in whole or in part, any such information, or (b) rendering any
service to any person, firm or corporation to whom any of such information may
have been disclosed or is threatened to be disclosed or; (ii) requiring the
Employee to timely turn over all such documents, work product, work papers and
other material, and to timely execute such assignments, waivers or other
documents as the Company may reasonably require to secure and/or protect its
interests and rights therein and thereto.


 


Section
4.5:           Other Remedies:  In
the event of a breach or threatened breach by the Employee of the provisions of
section 4.0 through 4.3 hereof, the Company shall be entitled to specific
performance, injunctive relief or both as may be appropriate.  Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies available to it for
such breach, or threatened breach of the terms and provisions of such sections
or any other terms and provisions of this Agreement, including but not limited
to the recovery of compensatory and punitive damages from the Employee, or any
other person or entity, all as may be permitted by law.


 


Section
4.6:           Survival:  The
Employee understands and agrees that the covenants and agreements contained in
this Article IV are the essence of this Agreement and that without the
execution of such covenants and agreements by the Employee, the Company would
not employ him.  The continuation of the
employment of the Employee for the full term hereof is not a condition to the


 


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survival of the covenants, agreements, and provisions
of this Article IV.  All covenants,
obligations and duties of the Employee and all rights of the Company as set
forth in this Article IV shall survive the termination of this Agreement for a
period of forty eight (48) full calendar months, except as may be otherwise
expressly provided herein.


 


ARTICLE V - WRITTEN NOTICE


 


Section
5.0:           Notice: 
Except as otherwise expressly provided herein, all notices, or other
communications between the Company and the Employee shall be deemed duly given
and received on the fifth (5th) business day after being deposited, registered
or certified mail, return receipt requested, with the United States Postal
Service with correct postage affixed and properly addressed to such parties at
the addresses shown on the signature page hereof.  Any party hereto may designate a different
address to which notices, or other communications must thereafter be addressed
by giving written notice of such different address to the other parties hereto
in the manner set forth in this section number 5.0.


 


Section
5.1:           Payments:  All
payments and routine correspondence between the parties hereto, as required by
this Agreement or otherwise provided for herein, shall be personally delivered
or mailed to the appropriate party according to the provisions of section 5.0
above.


 


ARTICLE VI – MISCELLANEOUS


 


Section
6.0:           Construction: This Agreement constitutes the entire
understanding between the parties and the parties hereby declare that there are
no oral or other agreements or understandings between them.  This Agreement supersedes all previous
agreements between the parties.  It is
understood and agreed that this Agreement is made in and shall be construed in
accordance with the laws of the State of Wyoming.


 


Section
6.1:           Enforcement:  The
failure of either party to insist in any one or more instances upon a strict
performance of any term or provision of this Agreement, shall not be construed
as a waiver or relinquishment for the future of any of the terms, provisions,
covenants and conditions herein contained, but the same shall continue and
remain in full force and effect.


 


Section
6.1.1:       Disputes:  Any
dispute arising out of or relating to this Agreement shall be settled by
arbitration in Cody, Wyoming, by a panel of three (3) arbitrators, and pursuant
to the rules and procedures of the American Arbitration Association.


 


Section
6.2:          Benefit:  This Agreement shall be binding upon, and to
the extent permitted herein, inure to the benefit of the legal representatives,
successors and assigns of the parties hereto.


 


Section
6.3:           Assignment:  The
Employee may not assign any of his rights, obligations or liabilities hereunder
without the prior written consent of the Company.  The Company may not assign any or all of its
rights, titles and interests under this Agreement without the prior consent of
the Employee.


 


Section
6.4:           Amendments:  No
change, alteration or amendment to this Agreement shall be valid or binding
upon the parties hereto unless made in writing and executed by both parties
hereto.


 


Section
6.5:           Severability:  The
illegality of any particular provision or provisions hereof shall not affect
the other provisions of this Agreement, each provision
herein contained being hereby


 


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declared severable. 
The intention of the parties as expressed in any such part, provision or
clause held to be void or ineffective shall be given such force and effect as
maybe permitted by law.


 


IN
WITNESS WHEREOF, the
parties hereto have executed this Agreement in duplicate copies, either of
which may be used as the original and both of which shall constitute one and
the same agreement, on this the day and year first herein before set forth.


 


 


	
  PRODRIL ACQUISITION COMPANY,
  INC.

  3101 Big Horn
  Avenue

  Cody, Wyoming 82414-9250

  	
  EMPLOYEE: GORDON TIBBITS

  1378 Lakewood
  Circle

  Salt Lake City, UT 84117

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Prentis B. Tomlinson,
  Jr.

  	
   

  	
  /s/ Gordon Tibbitts

  	
   

  
	
  Prentis B. Tomlinson, Jr.

  Chairman and CEO

  	
  Gordon Tibbitts

  
				



 


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EXHIBIT “A”


 


PRIOR ENGAGEMENT STATUS


 


The following listing
provides a complete listing and disclosure of the engagements entered into by
the Employee prior to the Effective Date of that certain Employment Agreement
as per Section 1.2 of said Agreement.


 


1. Continued patent work for
Baker Hughes as agreed upon in my severance package with them.


 


2. The fabrication and
profits gained through hobby related activities and associated small businesses
including but not limited to Custom Guns, Art work, Carving, and Fishing
equipment.  


 


 


3.


 


4.


 


 


	
  Acknowledged:

  	
  Acknowledged:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Prentis B. Tomlinson,
  Jr.

  	
   

  	
  /s/ Gordon Tibbitts

  	
   

  
	
  Prentis B. Tomlinson, Jr.

  Chairman and CEO

  	
  Gordon Tibbitts

  
				



 


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EXHIBIT
“B”


 


COMPENSATION


 


A.    The Company shall compensate the Employee at
a rate of one hundred and thirty thousand dollars ($130,000) per year less
State and Federal withholding requirements. The compensation will be paid
semi-monthly, on the 1st and 15th of each month, or in accordance with the
normal practices of the Company.


B.    The employee will be entitled to sick leave
and all other benefits as described in the yet to be written policy manual or
as agreed upon with management. The employee will also be entitled to
participate in the Company Insurance package as it exists and with a new
package if adopted that has reasonable provisions for the protection of spouses
and dependents.


C.    In addition to the base compensation above, the
Company agrees to provide office and communication equipment normal to the
operation of a satellite office and other business support supplies and
equipment as approved by the Company. The Company agrees to pay a nominal and
reasonable rental fee for the current office location until vacated. The
company also agrees to address the issue of transportation for Employee while
working in Salt Lake City and for travel to and from Cody, Wyoming.


D.    The employee understands and agrees that the
corporate base of the Company is Cody, Wyoming and that the base of employment
and operation is in Salt Lake City, Utah. The employee will be present for any
and all operations that require his presence in Cody


 


 


	
  Acknowledged:

  	
  Acknowledged:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Prentis B. Tomlinson,
  Jr.

  	
   

  	
  /s/ Gordon Tibbitts

  	
   

  
	
  Prentis B. Tomlinson, Jr.

  Chairman and CEO  

  	
  Gordon Tibbitts

  Employee  

  
	
   

  	
   

  
	
  Date:

  	
  7-23-2003

  	
   

  	
  Date:

  	
  17, July 2003

  	
   

  
								



 


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EXHIBIT “C”


 


INCENTIVE
PROGRAM


 


The Company hereby
acknowledges that is has agreed to enter into an incentive agreement with the
Employee.


A.    The employee will be awarded a retention
bonus at the end of six (6) months from the date of Closing of the asset
purchase agreement in the amount of fifty percent (50%) of the Employee’s
salary as detailed in Exhibit “B”.


B.    The Company also agrees to define and set
forth an Incentive Program (as referred to in Section 2.1 of this agreement) no
later than six (6) months after Closing of the asset purchase agreement.


C.    The Company also agrees that it may bring the
manufacturing of PID and other drilling equipment under the umbrella of ProDril
Acquisition Company, Inc. In that case the Employee will have the option to
have a position of importance (such as General Manager, Director, etc) in the
manufacturing activity and will participate in an incentive associated with the
operation of the manufacturing of product.


 


 


	
  Acknowledged:

  	
  Acknowledged:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Prentis B. Tomlinson, Jr.

  	
   

  	
  /s/ Gordon Tibbitts

  	
   

  
	
  Prentis B. Tomlinson, Jr.

  Chairman and CEO

  	
  Gordon Tibbitts

  Employee

  
				



 


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