EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT  ("Agreement") made and entered into
as of the 1st day of March 2009 to be effective as of the 1st day of March, 2009
(the  "Effective  Date"),  by and  between  Bedrock  Energy,  Inc.,  a  Colorado
corporation (the "Company") and Herbert T. Sears (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS,  the  Company  wishes to secure the  services  of the
Executive subject to the contractual terms and conditions set forth herein; and

                  WHEREAS, the Executive is willing to enter into this Agreement
upon the terms and conditions set forth herein.

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
agreements set forth herein, the parties hereto agree as follows:

1.   Employment.  The Company hereby agrees to employ the Executive,  and the
Executive hereby agrees to accept such employment with the Company, all upon the
terms and conditions set forth herein.

2. Term of Employment.  Subject to the terms and  conditions of this  Agreement,
the Executive  shall be employed for a term commencing on the Effective Date and
ending on December 31, 2009 (the "Term")  unless  sooner  terminated as provided
for herein. The Term shall renew automatically for additional one (1) year term,
unless either party gives written  notice no less than ninety (90) days prior to
the expiration of the Term that it does not intend to extend the Term.

3.       Duties and Responsibilities.

     A. Capacity.  During the Term, the Executive shall serve in the capacity of
CFO/ Treasurer.

     B.  Part-time  duties.  During  the Term,  and  excluding  any  periods  of
disability,  vacation  or sick leave to which the  Executive  is  entitled,  the
Executive  shall  devote  such time as  necessary  to perform  the duties of the
offices assumed.

     C. Standard of  Performance.  The  Executive  will perform his duties under
this Agreement with fidelity and loyalty, to the best of his ability, experience
and talent and in a manner consistent with his duties and responsibilities.

4.       Compensation.


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     A.  Salary.  For  services  to be  preformed  for the first Term under this
Agreement the Executive  shall receive the sum of $5,000 which shall be pre-paid
by the issuance of 100,000  shares of  restricted  stock upon  execution of this
Agreement.

     B. The Executive shall be entitled to prompt reimbursement from the Company
for reasonable  out-of-pocket  expenses  including cell phone incurred by him in
the  course of the  performance  of his duties  hereunder,  upon  submission  of
appropriate  documentation  in  accordance  with  the  practices,  policies  and
procedures applicable to other executives of the Company.

     C.  Compensation  for  subsequent  terms  shall be  negotiated  between the
parties.

5. Termination of Employment.

     Notwithstanding  the  provisions  of  Section  2  hereof,  the  Executive's
employment hereunder shall terminate under any of the following conditions:

     A. Death.  The Executive's  employment under this Agreement shall terminate
automatically upon his death.

     B. Total  Disability.  The Company  shall have the right to terminate  this
Agreement  if the  Executive  becomes  Totally  Disabled.  For  purposes of this
Agreement,  "Totally  Disabled"  means that the  Executive is not working and is
currently  unable to perform the substantial and material duties of his position
hereunder  as a result of  sickness,  accident or bodily  injury for a period of
three months.  Prior to a determination that Executive is Totally Disabled,  but
after Executive has exhausted all sick leave and vacation  benefits  provided by
the Company,  Executive shall continue to receive his Base Salary, offset by any
disability benefits he may be eligible to receive.

     C. Termination by Company for Cause. The Executive's  employment  hereunder
may be terminated for Cause upon written notice by the Company.  For purposes of
this Agreement, "Cause" shall mean:

          (1)  conviction of the Executive by a court of competent  jurisdiction
     of any felony or a crime involving moral turpitude;

          (2) the  Executive's  willful and  intentional  failure or willful and
     intentional  refusal to follow  reasonable and lawful  instructions  of the
     Board;

          (3) the  Executive's  material breach or default in the performance of
     his obligations under this Agreement;
                                    or

          (4) the Executive's act of misappropriation, embezzlement, intentional
     fraud or similar conduct involving the Company.

(5)

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Executive may not be terminated for Cause  pursuant to  subsections  (2) and (3)
above unless Executive is given written notice of the circumstances constituting
"Cause" and a reasonable period to cure such  circumstances,  which period shall
be no less than thirty (30) days.

     D.  Termination  in the  event  of a change  of  control.  The  Executive's
employment  hereunder  may be terminated by the Company in the event of a Change
of Control.  " Change of Control"  means:  (a) the  consummation  of a merger or
consolidation  of  the  Company  with  or  into  another  entity  or  any  other
transaction,  in which the  stockholders of the Company  immediately  after such
merger,  consolidation or other  transaction own or beneficially own immediately
after such merger,  consolidation  or other  transaction less than 50 percent or
more of the voting power of the outstanding  securities (i) in the continuing or
surviving  entity  and  (ii)  any  direct  or  indirect  parent  entity  of such
continuing or surviving  entity (b) the sale,  transfer or other  disposition of
all or substantially  all of the Company's assets to a Person which is not owned
or controlled by the Company or its stockholders immediately prior to such sale,
transfer or other dispositions.

6.       Confidentiality, Return of Property, and Covenant Not to Compete.

     A. Confidential Information.

          (1) Company  Information.  The Company agrees that it will provide the
     Executive with Confidential Information,  as defined below that will enable
     the Executive to optimize the performance of the Executive's  duties to the
     Company.  In  exchange,  the  Executive  agrees  to use  such  Confidential
     Information solely for the Company's benefit. The Company and the Executive
     agree and acknowledge that its provision of such  Confidential  Information
     is not contingent on the Executive's continued employment with the Company.
     Notwithstanding  the  preceding  sentence,  upon  the  termination  of  the
     Executive's employment for any reason, the Company shall have no obligation
     to provide the Executive with its Confidential  Information.  "Confidential
     Information"  means any Company  proprietary  information,  technical data,
     trade secrets or know-how, including, but not limited to, research, product
     plans, products services,  customer lists and customers (including, but not
     limited to,  customers of the Company on whom the Executive  called or with
     whom the Executive  became  acquainted  during the term of the  Executive's
     employment),   markets,  software,  developments,   inventions,  processes,
     formulas,   technology,    designs,   drawings,    engineering,    hardware
     configuration information, marketing finances or other business information
     disclosed to the Executive by the Company either  directly or indirectly in
     writing,  orally  or by  drawings  or  observation  of parts or  equipment.
     Confidential  Information does not include any of the foregoing items which
     has become publicly known and made generally  available through no wrongful
     act  of  the  Executive  or  of  others  who  were  under   confidentiality
     obligations  as to the  item  or  items  involved  or  improvements  or new
     versions.



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                           The Executive agrees at all times during the Term and
                  thereafter,  to hold in strictest confidence,  and not to use,
                  except  for  the  exclusive  benefit  of  the  Company,  or to
                  disclose to any person or entity without written authorization
                  of the Board of  Directors of the  Company,  any  Confidential
                  Information of the Company.

          B. Returning Company  Documents.  At the time of leaving the employ of
     the Company,  the Executive  will deliver to the Company (and will not keep
     in  the  Executive's  possession)   specifications,   drawings  blueprints,
     sketches,   materials,   equipment,   other   documents  or  property,   or
     reproductions  of any  aforementioned  items  developed  by  the  Executive
     pursuant  to the  Executive's  employment  with the  Company  or  otherwise
     belonging to the Company, its successors or assigns.

7. Arbitration.  Any dispute or controversy  arising under or in connection with
this Agreement  (other than any dispute or controversy  arising from a violation
or alleged  violation by the Executive of the  provisions of Section 7) shall be
settled  exclusively by final and binding  arbitration in Denver,  Colorado,  in
accordance  with the Employment  Arbitration  Rules of the American  Arbitration
Association ("AAA"). The arbitrator shall be selected by mutual agreement of the
parties, if possible. If the parties fail to reach agreement upon appointment of
an  arbitrator  within thirty days  following  receipt by one party of the other
party's notice of desire to arbitrate,  the arbitrator  shall be selected from a
panel or panels of persons  submitted by the AAA. The selection process shall be
that which is set forth in the AAA Employment Arbitration Rules then prevailing,
except  that,  if the  parties  fail to  select an  arbitrator  from one or more
panels,  AAA shall not have the power to make an appointment  but shall continue
to  submit  additional  panels  until  an  arbitrator  has been  selected.  This
agreement  to  arbitrate  shall  not  preclude  the  parties  from  engaging  in
voluntary, non-binding settlement efforts including mediation.

8. Notices. All notices and other  communications  hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person,  by registered or certified mail (return  receipt  requested
and with postage prepaid thereon) or by facsimile transmission to the respective
parties at the  following  addresses  (or at such other  address as either party
shall have  previously  furnished to the other in  accordance  with the terms of
this Section):



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                  If to the Company

                  Bedrock Energy, Inc.

                  8950 Scenic Pine Drive

                  Parker, Colorado 80134





                  If to the Executive:

                  Herbert T. Sears

                  33 Pine Street

                  Exeter, NH 03833

..

9. Amendment; Waiver. The terms and provisions of this Agreement may be modified
or amended only by a written instrument  executed by each of the parties hereto,
and  compliance  with the terms and  provisions  hereof may be waived  only by a
written instrument  executed by each party entitled to the benefits thereof.  No
failure  or delay on the part of any party in  exercising  any  right,  power or
privilege  granted  hereunder shall  constitute a waiver thereof,  nor shall any
single or partial  exercise of any such right,  power or privilege  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege granted hereunder.

10. Entire Agreement. This Agreement and all Exhibits attached hereto constitute
the entire  agreement  between the parties  with  respect to the subject  matter
hereof and  supersede all prior  written or oral  agreements  or  understandings
between the parties relating thereto.

11.  Severability.  In the event that any term or provision of this Agreement is
found to be  invalid,  illegal or  unenforceable,  the  validity,  legality  and
enforceability  of the remaining terms and provisions hereof shall not be in any
way affected or impaired  thereby,  and this Agreement  shall be construed as if
such  invalid,  illegal or  unenforceable  provision  had never  been  contained
therein.



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12. Binding Effect;  Assignment.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  respective  successors  and assigns (it
being understood and agreed that, except as expressly  provided herein,  nothing
contained  in this  Agreement  is intended  to confer  upon any other  person or
entity any rights,  benefits or remedies of any kind or  character  whatsoever).
The Executive may not assign this Agreement without the prior written consent of
the Company.  Except as otherwise  provided in this  Agreement,  the Company may
assign this Agreement to any of its  affiliates or to any successor  (whether by
operation of law or otherwise) to all or  substantially  all of its business and
assets  without the consent of the  Executive.  For purposes of this  Agreement,
"affiliate"  means any entity in which the Company owns shares or other  measure
of ownership representing at least 40% of the voting power or equivalent measure
of control of such entity.

13.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Colorado  (except that no effect shall
be given to any  conflicts  of law  principles  thereof  that would  require the
application of the laws of another jurisdiction).

14. Headings.  The headings of the sections  contained in this Agreement are for
convenience  only and shall not be deemed to control  or affect  the  meaning or
construction of any provision of this Agreement.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

                                  [END OF PAGE]



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                  IN WITNESS  THEREOF,  the Company has caused this Agreement to
be executed by its duly  authorized  officer and the  Executive  has signed this
Agreement as of the Effective Date.

                                                     Bedrock Energy, Inc.


                                                     By:
                                                     Title:  Chairman


                                                     EXECUTIVE
                                                     Herbert T. Sears