EXHIBIT 10.12

                              EMPLOYMENT AGREEMENT
                                 MARTIN GOTTLOB

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                                 T-REX OIL INC.

THIS AGREEMENT is effective as of the 20th day of January 2015 between T-Rex Oil
Inc., a Colorado Corporation  (hereinafter referred to as "Employer") and Martin
Gottlob 13780 Del Corso Way # 1828 Broomfield, CO80021 ( hereinafter referred to
as " Executive").

WHEREAS,  Employer and Executive desire to formalize an Employment  relationship
as outlined herein, effective as of January 20, 2015.

NOW THEREFORE, the parties for good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged hereby agree as follows:

1.  EMPLOYMENT.  The Employer  agrees to employ the  Executive and the Executive
accepts such  employment by the Employer on the terms and  conditions  set forth
herein.

2. TERM.  This Agreement is effective as of the 20th day of January 2015 and the
term of the Executive's employment hereunder shall be for three years.

3. DUTIES.  Employer  shall  employ  Executive  initially  as Vice  President of
Geology and he also shall serve as a director or such other job title during the
term to  perform  such  duties as are  normal and  customary  in the  conduct of
Employer's  business  and  Executive  will devote his best  efforts to implement
and/or  conduct  the  business of the  Employer  and make  available  to office.
Employer  shall provide the necessary  staff,  equipment,  computers,  services,
facilities,  furniture  and support  for  Executive  to  properly  carry out and
complete the duties of his employment. Both Employer and Executive will maintain
complete and accurate records, reports and other documentation that is necessary
for the conduct of Employer's business.

4.  COMPENSATION.  Employer agrees to pay Executive a Base Salary of $150,000.00
per year for the first year payable semi-monthly. Executive shall also receive a
car allowance of $600.00 per month. The salary shall be adjusted annually by the
Board of Directors in the anniversary of this agreement.

Executive shall also be entitled to receive an annual bonus as determined by the
board.

5.  BENEFITS.  At its cost,  Employer  shall furnish to Executive  comprehensive
medical health  insurance,  disability income insurances and other such benefits
at the level afforded the same level Executives of the Employer. Executive shall
be entitled to participate in any Incentive Stock Option plan.

Executive  shall be entitled  to three (3) weeks of paid  vacation & sick leave,
without  reduction  in  salary,  beginning  the 1st and  ending  after  the last
calendar year of  employment  and for each calendar year during the term of this
Agreement.  Vacation shall be at a mutually agreed upon time, such agreement not
to be unreasonably withheld.  Paid vacation and sick leave shall be fully earned
the first and last calendar years of employment.

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6. BUSINESS EXPENSES.  Employer shall reimburse Executive for all reasonable and
necessary  business  expenses  incurred by him in carrying  out his duties under
this  Employment  Agreement so long as such expenses are properly  documented in
accordance with the Employer's policies for expense reimbursement.

7. EMPLOYER RESOURCES.  As a matter of convenience,  Executive will have limited
use of  Employer's  resources  for personal  purposes,  including  long-distance
telephone, copy machine, vehicles, staff and such other resources as the parties
may agree.  Employer will also furnish  Executive  with a cell phone, a personal
computer  for office and home use,  and such other  equipment as the parties may
agree in accordance with the Employer's usual practice.
Upon  termination  of this Agreement the Executive may retain the cell phone and
computer.

8. TERMINATION. The following shall apply:

(A). DEATH. In the event of Executive's death during the Executive's  employment
     hereunder, this Agreement shall terminate.

(B). ILLNESS OR  INCAPACITY.  If, during any term of this  Agreement,  Executive
     shall  become  unable  to  perform  his  duties by  reason  of  illness  or
     incapacity, then Employer, may, at its option, terminate this Agreement. In
     such  event,  the  notice  period  shall  be not less  than the  applicable
     elimination  period in any  Executive  disability  plan of the  Employer in
     which  Executive  participates.  It is  agreed  that the  determination  of
     illness or  incapacity  shall be made upon the basis of  qualified  medical
     evidence and if, during the notice period, Executive returns to work and is
     capable of carrying out his duties,  then Employer's right to terminate for
     illness or incapacity is suspended.

(C)  FOR CAUSE. Upon thirty (30) days written notice, the Executive's employment
     hereunder may be  terminated  without  further  iability on the part of the
     Employer for Cause. Only the following shall constitute "Cause" for such:

     (i)  Conviction of a felony, a crime or moral turpitude or commission of an
          act of embezzlement or fraud against the Employer or any subsidiary or
          affiliate thereof:
     (ii) Deliberate  dishonesty  of the  Executive  resulting in damages to the
          Employer or any subsidiary or affiliate thereof;
     (iii) Dereliction of duty, misfeasance or malfeasance.

In the event of a termination  for cause the Executive  shall not be entitled to
the benefits of any bonus for the period  preceding the termination nor will the
company be required to  repurchase  any of the shares owned by the  Executive as
hereinafter provided.

(D)  TERMINATION  AT  WILL  BY THE  COMPANY.  The  Company  may  terminate  this
     agreement at will upon 60 days written  notice.  If the Company  decides to
     terminate this agreement, the company shall repurchase fifty percent of the
     Executives  shares  up to one  million  shares  at a price  equal to ninety
     percent of the average  trading price over the 60 days preceding the notice
     of termination or a price as determined by independent qualified evaluation
     in the event  the  stock is not  trading  at the time of  termination.  The

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     Company shall pay fifty percent of the  repurchase  price within 30 days of
     termination and the balance within 60 additional days.

(E)  RESIGNATION  BY EXECUTIVE.  The  Executive  may resign and  terminate  this
     agreement on 60 days written  notice and he shall not be required to render
     any further services to the Employer.

(F)  SET-OFF.  In accordance with 9 above, The Employer shall not be entitled to
     any set off against any cash  compensation  to be provided to the Executive
     under this Agreement, or any and all compensation received by the Executive
     while he was also receiving compensation from any other employer,  unless a
     Conflict of Interest  arises.  In such case, the Executive shall inform the
     Employer  of any  such  amounts  of  cash  compensation  pertaining  to the
     conflict of interest and shall  refund to the Employer any related  amounts
     paid by the Employer.

Should Executive terminate this with or without Good Reason, he agrees to assist
Employer  for a period of time not less than thirty (30) days in order to effect
a smooth transition, unless otherwise requested by Employer.

9.       CHANGE IN CONTROL

In a Change of control  event,  the  Corporation  shall treat this  Agreement as
terminated  by  Corporation  without cause in which event  Corporation  shall be
obligated to provide the Executive  with a severance  payment in lieu of notice.
Such  severance  payment  shall be payable on the 15th day following the date on
which the  Corporation  notifies  the  Executive  of his  termination  and shall
consist of the following amounts:

     1.   The Executive's full salary through the date of termination  specified
          in the notice of  termination at the rate in effect at the time notice
          of termination was given,  plus an amount equal to the amount, if any,
          of any awards  previously  made to the  Executive  which have not been
          paid.

     2.   In lieu of further  salary and benefits for periods  subsequent to the
          date of termination,  an amount which shall be equal to the salary and
          benefits which would  otherwise have been payable to or paid on behalf
          of the  Executive  for the (6)  month  period  following  the  date of
          termination.

     3.   Any remaining or  outstanding  stock  grants,  options or awards shall
          fully vest with a cashless option provision.

10. RESTRICTIONS. A separate Non-Solicitation and Confidentiality/Non-Disclosure
Agreement  has been  signed by  Executive,  the terms of which are  incorporated
herein by reference, and which provides certain Restrictions.

11. NO CONFLICT.  The Executive  hereby  represents and warrants that: (i) he is
not subject to any covenants  against  competition  or similar  covenants  which
would prohibit or impede the performance of his obligations hereunder;  (ii) the
execution of this  Agreement and the  performance of his  obligations  hereunder
will not cause him to breach or be in conflict with any other agreement to which
he is a party or by which he is bound; and (iii) the execution of this Agreement

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and the  performance of his  obligations  hereunder will not cause him to breach
any fiduciary or other duty.

12.  OFFICER & DIRECTORS  INSURANCE.  In addition to regular  benefits  provided
senior executives,  Employer will provide and pay for Executive's D&O (Directors
& Officers) insurance at standard levels for similar commercial enterprises.

14.  NOTICES.  All  communications  and notices made pursuant to this Employment
Agreement  shall  be in  writing  and sent by  certified  mail,  return  receipt
requested, as follows:

(A)      EXECUTIVE:        MARTIN GOTTLOB
                           13780 DEL CORSO WAY
                           #1828
                           BROOMFIELD, CO80021


(B)      EMPLOYER:         T-REX OIL INC.
                           Suite 250
                           520 Zang St.
                           Broomfield, CO 80021

Or such other address as is provided in writing to the other.

15.  MODIFICATION.  This Agreement may be amended only in writing,  and mutually
executed  by  both  parties  to  this  Agreement.   This  Employment   Agreement
constitutes  the entire  contract  between  the parties  hereto with  respect to
employment,  and the  parties  shall  not be  bound  in any  manner  related  to
employment  by  any  warranties,   representations  or  guarantees,   except  as
specifically set forth in the Employment Agreement.

16. ASSIGNMENT.  This Agreement shall be binding upon the parties hereto,  their
respective heirs, legal  representatives,  successors,  and assignees,  but this
Employment  Agreement  may not be  assigned  by any party  without  the  express
written  consent of both  parties.  In the event of the merger,  reorganization,
business combination or consolidation of the Employer with any other corporation
or corporations,  or any other corporate  re-organizations  involving  Employer,
this Agreement  shall be assigned and  transferred to such Successor in interest
and in such event Executive shall continue to perform his duties and obligations
pursuant to the terms of this Agreement; however, Employer will remain liable as
the  Guarantor of the  obligations  and duties of the Assignee  Employer of this
Agreement.  Employer  must give the  Executive  ninety  (90) days  notice of the
consummation  of any such the merger,  consolidation  or  reorganization  as set
forth above.  Executive  reserves the  exclusive  right to terminate  his duties
pursuant to this  Employment  Agreement in the event of such by giving seven (7)
days written notice to the original Employer.

17.  WAIVER.  The  waiver by the  Employer  or  Executive  of any  breach of the
provisions of this Employment  Agreement by either party shall not operate or be
construed as a waiver of any subsequent breach of the other.

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18. SEVERABILITY.  Invalidity,  illegality, or unenforceability of any provision
shall not affect in any  manner the other  provisions  contained  herein,  which
remain  in  full  force  and  effect.  It is  the  intent  of  and  specifically
acknowledged  by Executive and Employer  that all  Restrictive  Covenants  shall
survive termination of this Agreement.

19.  GOVERNING LAW AND CHOICE OF FORUM.  This Agreement is a Colorado  contract,
and  shall be  construed  and  enforced  according  to the laws of the  State of
Colorado.  In  connection  with any dispute  arising under this  Agreement,  the
parties agree to submit  themselves and all such disputes to the jurisdiction of
any state or federal court having  subject matter  jurisdiction  of the dispute,
located in Colorado.

20.  ENTIRE   AGREEMENT.   This   Employment   Agreement   contains  the  entire
understanding  between the parties,  and may not be changed orally,  but only by
agreement in writing signed by both parties hereto.

21. RIGHT TO  INDEPENDENT  COUNSEL.  The  Executive has reviewed the contents of
this Agreement and fully understands its terms. The Executive  acknowledges that
he is fully aware of his right to the advice of counsel independent from that of
the Employer.  The Executive further  acknowledges that no representations  have
been made with respect to the income or estate tax or other consequences of this
Agreement  to him and that he has been  advised  of the  importance  of  seeking
independent advice of counsel with respect to such consequences.





IN WITNESS WHEREOF,  the parties hereunto have caused this Employment  Agreement
to be executed as of the day and year stated herein.

T-REX OIL INC.


BY:                                    BY:
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EXECUTIVE                                CEO














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