EMPLOYMENT AGREEMENT

This Employment Agreement, effective as of January 3, 2001 (the "Agreement"), is
entered into by and between MAXXON,  INC., a Nevada corporation (the "Company"),
the principal offices of which are located at 8908 South Yale Avenue, Suite 409,
Tulsa,  Oklahoma,  74137, and VICKI PIPPIN  ("Pippin").  In consideration of the
mutual covenants and conditions  contained in this Agreement,  the parties agree
to the following:

                                    ARTICLE 1
                             DUTIES AND COMPENSATION

1.01.    Term of  Employment  and Duties.  The Company and Pippin agree that for
         the period commencing on January 3, 2001, and terminating on January 3,
         2002 (the  "Termination  Date"),  the Company  shall employ  Pippin and
         Pippin   shall   perform   duties   ("duties")   for  the   Company  as
         Administrative Manager and shall report to the Company's President.

1.02.    Commitment to the Company. During the term of this Agreement,  Pippin
         shall devote such working time,  attention and energies to the business
         of the Company,  as is necessary or appropriate  for the performance of
         her duties as  Administrative  Manager of the  Company.  However,  this
         commitment   shall  not  be   construed  as   preventing   Pippin  from
         participating in other businesses or from investing  Pippin's  personal
         assets in such form or manner as may require  occasional  or incidental
         time  on the  part  of  Pippin  in  the  management,  conservation  and
         protection of such  investments  and provided that such  investments or
         business  cannot be construed as being  competitive or in conflict with
         the business of the Company.

1.03.    Renewal of Term. Upon each  Termination Date this Agreement shall renew
         and  continue in effect for an  additional  two-year  period,  and each
         successive  Termination  Date shall  thereafter  be  designated  as the
         "Termination Date" for all purposes under this Agreement.

1.04.    (a)  Compensation.  Pippin shall receive a salary of $100,000.00  per
         year,  payable  in  24  semi-monthly  installments.  Each  January  the
         President shall review Pippin's salary and shall make such increases in
         salary as he considers appropriate.  Pippin's salary during the term of
         this Agreement shall never be less than $100,000.00 per year. Effective
         at the  beginning of each  calendar year Pippin shall be entitled to at
         least an increase in salary that is equal to the percentage increase in
         the Consumer Price Index during the previous calendar year.

         (b) Bonus.  During the term of this Agreement  Pippin shall be entitled
         to participate in all bonuses as the President, in its sole discretion,
         shall determine.

         (c) Fringe  Benefits.  During the term of this  Agreement  the  Company
         shall provide to Pippin each of the  following:  (i) all reasonable and
         customary executive "fringe benefits,"  including,  but not limited to,
         participation in pension plans,  profit-sharing  plans,  employee stock
         ownership plans,  stock option plans (whether  statutory or not), stock
         appreciation   rights   plans,   hospitalization   insurance,   medical
         insurance, dental insurance,  disability insurance, life insurance, and
         such other  benefits that are granted to or provided for executives now
         in the employ of the Company or that may be granted to or provided  for
         them during the term of Pippin's  employment under this Agreement;  and
         (ii) paid vacation and sick leave, as determined by the President.

         (d)  Reimbursement  of Expenses.  (i) During the term of this Agreement
         the Company shall pay directly or reimburse  Pippin for all  reasonable
         and necessary travel, entertainment, or other related expenses incurred
         by her in carrying on her duties and responsibilities under this

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         Agreement.  In  addition,  the  Company  shall  furnish  Pippin  with a
         cellular  telephone and suitable  office space and  facilities  for the
         performance  of her duties.  (ii) During the term of this Agreement the
         Company  shall  pay  for  Pippin's   membership  dues  in  professional
         organizations  and for any seminars and conferences  related to Company
         business.

1.05     (a) Indemnification. Pippin shall be indemnified by the Company for all
         legal  expenses and all  liabilities  incurred in  connection  with any
         proceeding  involving  her by reason  of her  being or  having  been an
         officer,  director,  employee,  or agent of the  Company to the fullest
         extent permitted by the laws of the State of Nevada.

         (b)  Payment of  Expenses.  In the event of any action,  proceeding  or
         claim against  Pippin  arising out of her serving or having served in a
         capacity  specified  in Section  1.01  above,  which in  Pippin's  sole
         judgment  requires her to retain  counsel (such choice of counsel to be
         made by Pippin  with the prior  consent of the  Company,  which may not
         unreasonably  withhold its  consent) or  otherwise  expend her personal
         funds for her defense in  connection  therewith,  the Company shall pay
         for or reimburse Pippin for all reasonable attorney's fees and expenses
         and other costs associated with Pippin's defense of such action as such
         fees and costs are incurred.


                                   ARTICLE II
                            TERMINATION OF EMPLOYMENT

2.01.    Termination  Procedure.  Either party to this  Agreement  may terminate
         Pippin's  employment  under this  Agreement  by giving the other  party
         written notice of the intent to terminate at least thirty days prior to
         the  proposed  termination  date except as set out in section  2.02.  A
         decision by the Company to  terminate  Pippin's  employment  under this
         Agreement shall require an affirmative vote of more than 66-2/3% of the
         Board except as set out in Section 2.02.

2.02.    Death. This Agreement shall terminate on the date of Pippin's death. If
         this Agreement is terminated as a result of Pippin's death, the Company
         shall pay to Pippin's estate, not later than the 30th day following her
         death, a lump sum severance  payment  consisting of (1) Pippin's salary
         and  accrued  salary  through  the date of her death,  (2) all  amounts
         Pippin would have been entitled to upon  termination  of her employment
         under the Company's employee benefit plans and (3) a pro rata amount of
         bonus Pippin was eligible to receive under any Company bonus plan.

2.03.     Disability.  The  Company  shall  have  the  right to  terminate  this
          Agreement if Pippin incurs a permanent  disability  during the term of
          her employment  under this Agreement.  For purposes of this Agreement,
          "Permanent  Disability"  shall mean inability of Pippin to perform the
          services required hereunder due to physical or mental disability which
          continues  for  either  (i) a total of 180  working  days  during  any
          12-month  period or (ii) 150  consecutive  working  days. In the event
          that either party disputes whether Pippin has a permanent  disability,
          such dispute shall be submitted to a physician mutually agreed upon by
          Pippin or her legal  guardian  and the  Company.  If the  parties  are
          unable  to agree on a  mutually  satisfactory  physician,  each  shall
          select a reputable  physician,  who, together,  shall in turn select a
          third physician whose determination of Pippin's ability to perform her
          job duties shall be conclusive and binding to the parties. Evidence of
          such disability shall be conclusive  notwithstanding that a disability
          policy or clause in an insurance  policy covering Pippin shall contain
          a  different   definition  of  "permanent   disability."  If  Pippin's
          employment  under this Agreement is terminated by the Company  because
          she has a  permanent  disability,  the Company  shall pay Pippin,  not
          later than the 30th day following the date of termination,  a lump sum
          severance  payment  consisting of (1) Pippin's salary through the date
          of her  termination,  (2)  all  amounts  Pippin  is  entitled  to upon
          termination of employment under the

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          Company's  employee  benefit plans, (3) Pippin's  undiscounted  salary
          through the Termination Date, or if greater for a period of 24 months,
          and (4) a pro rata amount of bonus she is  eligible  to receive  under
          any Company bonus program.

2.04.     Termination  With Cause. The Company shall have the right to terminate
          this Agreement for cause. For purposes of this Agreement,  "for cause"
          shall  exclusively be defined to mean (a) conviction of a felony which
          is  materially   detrimental  to  the  Company,  (b)  proof  beyond  a
          reasonable doubt of the gross  negligence or willful  misconduct which
          is  materially  detrimental  to the  Company,  or (c)  proof  beyond a
          reasonable  doubt of a breach of a fiduciary  duty which is materially
          detrimental  to  the  Company.  If  the  Company  terminates  Pippin's
          employment  "for cause" the Company  shall pay Pippin,  not later than
          the 30th day following the date of  termination,  a lump sum severance
          payment  consisting of (1) Pippin's  salary and accrued salary through
          the date of her  termination and (2) all amounts Pippin is entitled to
          upon termination of employment under the Company's  employee  benefits
          plans.

2.05.    Termination   Without  Cause.  If  the  Company   terminates   Pippin's
         employment  for any reason other than for cause as that term is defined
         in section 2.04, the Company shall pay Pippin,  not later than the 30th
         day following  the date of  termination,  a lump sum severance  payment
         consisting of (1) Pippin's  salary and accrued  salary through the date
         of her  termination,  (2)  all  amounts  Pippin  is  entitled  to  upon
         termination of employment under the Company's  employee benefits plans,
         (3) Pippin's  undiscounted  salary through the Termination  Date, or if
         greater  for a period of 24 months,  and (4) a pro rata amount of bonus
         she is eligible to receive under any Company bonus program.

2.06.    Resignation. If Pippin resigns from her employment under this Agreement
         other  than for a reason of change of  control  as  defined  in section
         2.07,  the  Company  shall  pay  Pippin,  not  later  than the 30th day
         following the effective date of her  resignation,  a lump sum severance
         payment  consisting of (1) Pippin's  salary and accrued  salary through
         the date of her termination, (2) all amounts Pippin is entitled to upon
         termination of employment  under the Company's  employee benefit plans,
         (3)  Pippin's  undiscounted  salary  for a period of 90 days  after her
         resignation  and (4) a pro rata  amount  of bonus  she is  eligible  to
         receive under any Company bonus program.

2.07.     Change of  Control.  Pippin  shall  have the right to resign  from her
          employment  under this Agreement if there is a change of control.  For
          purposes of this Agreement a Change of Control shall be deemed to have
          occurred  if any of the  following  occur:  (i) at any time during any
          period of 12 consecutive  months, at least a majority of the directors
          serving on the Board ceases to consist of individuals  who have served
          continuously  on such  Board  since  the  beginning  of such 12  month
          period,  unless the  election  of  directors  during such  period,  or
          nomination  for  election  by the  shareholders  of the  Company,  was
          approved by a vote of at least two-thirds of the members of such Board
          at such time still in office and who shall have served continuously on
          such Board since the  beginning of such  12-month  period by reason of
          death or disability; or (ii) a merger or consolidation occurs to which
          the Company is a party unless  following such merger or  consolidation
          (A) more than 50% of the then  outstanding  shares  of voting  capital
          stock of the corporation  surviving such merger or resulting from such
          consolidation is then beneficially owned,  directly or indirectly,  by
          all or substantially  all of the individuals and entities who were the
          beneficial  owners  of the  outstanding  voting  capital  stock of the
          Company   immediately   prior  to  such  merger  or  consolidation  in
          substantially  the same  proportions as their  ownership,  immediately
          prior to such  merger  or  consolidation,  of the  outstanding  voting
          capital  stock  of the  Company,  and (B) at least a  majority  of the
          members of the Board  surviving  such  merger or  resulting  from such
          consolidation  were  members  of the Board  immediately  prior to such
          merger or  consolidation;  or (iii) the sale of all, or  substantially
          all, of the assets of the Company; or (iv) a

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          person or entity  who is not an owner of voting  capital  stock of the
          Company as of the date of this Agreement acquires more than 50% of the
          voting  capital stock of the Company.  Notwithstanding  the foregoing,
          however, a Change of Control shall not be deemed to have occurred upon
          the consummation of an Initial Public Offering of the capital stock of
          the Company. If Pippin exercises her right to terminate her employment
          following a Change of Control,  she shall receive,  not later than the
          30th day  following  the  date of  termination,  a lump sum  severance
          payment  consisting  of (1)  Pippin's  salary  through the date of her
          termination, (2) all amounts Pippin is entitled to upon termination of
          employment under the Company's  employee  benefits plans, (3) Pippin's
          undiscounted  salary through the Termination Date, or if greater for a
          period  of 24  months,  and (4) a pro  rata  amount  of  bonus  she is
          eligible to receive under any Company bonus program.

2.08.     Mitigation. Pippin shall have no obligation to mitigate any damages or
          payments made to her under Article II of this Agreement.

2.09.    Excess  Parachute  Payments.  In the event that  payment of the amounts
         this Agreement requires the Company to pay Pippin would cause Pippin to
         be the recipient of an excess parachute  payment (within the meaning of
         Section  280G(b) of the Internal  Revenue Code of 1986),  the amount of
         the payments to be made to Pippin  pursuant to this Agreement  shall be
         reduced  to an amount  equal to one dollar  less than the  amount  that
         would cause the payments hereunder to be excess parachute payments. The
         manner in which such reduction  occurs,  including the items of payment
         and amounts thereof to be reduced, shall be agreed to by Pippin and the
         Company.


                                   ARTICLE III
                    RESTRICTIONS DURING AND AFTER EMPLOYMENT

3.01.    Company  Records  and  Documents.   All  Company-related   records  and
         documents are  considered to be the exclusive  property of the Company.
         Upon the  termination  of  Pippin's  employment  by the Company for any
         reason,  she shall promptly  return to the Company all such records and
         documents in her possession or under her control. Pippin shall have the
         right to retain  copies  of  Company  records  and  documents  that she
         believes  are  reasonably  necessary  for her to  retain  to be able to
         exercise  her  rights  under  the  Indemnification  Provisions  of this
         Agreement.


                                   ARTICLE IV
                                  MISCELLANEOUS

4.01.     Notice.  Any  notice  required  or  permitted  to be given  under this
          Agreement shall be sufficient if in writing and sent by certified mail
          by the  Company  to the  residence  of  Pippin,  or by  Pippin  to the
          Company's principal office.

4.02.     Further Assurances.  Each party agrees to perform any further acts and
          to execute and deliver any further  documents  that may be  reasonably
          necessary to carry out the provisions of this Agreement.

4.03.     Severability.  In the event that any of the  provisions,  or  portions
          thereof,  of this Agreement are held to be unenforceable or invalid by
          any court of competent  jurisdiction,  the validity and enforceability
          of the remaining provisions or portions thereof, shall not be affected
          thereby.

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4.04.     Construction.  Whenever used herein, the singular number shall include
          the plural, and the plural number shall include the singular.

4.05.     Headings. The headings contained in this Agreement are for purposes of
          reference only and shall not limit or otherwise  affect the meaning of
          any of the provisions contained herein.

4.06.     Multiple  Counterparts.  This  Agreement  may be  executed in multiple
          counterparts,  each of which shall be deemed to be an original but all
          of which together shall constitute one and the same instrument.

4.07.     Governing  Law.  This  Agreement  has been  executed  in and  shall be
          governed by the laws of the State of Oklahoma.

4.08.    Inurement.  Subject to the restrictions  against transfer or assignment
         as herein  contained,  the provisions of this Agreement  shall inure to
         the  benefit of, and shall be binding on, the  assigns,  successors  in
         interest, personal representatives, estates, heirs and legatees of each
         of the parties hereto.

4.09.    Waivers.  No waiver of any  provision or  condition  of this  Agreement
         shall be valid unless executed in writing and signed by the party to be
         bound thereby, and then only to the extend specified in such waiver. No
         waiver  of any  provision  or  condition  of this  Agreement  shall  be
         construed  as a waiver  of any other  provision  or  condition  of this
         Agreement,  and no present waiver of any provision or condition of this
         Agreement  shall be construed as a future  waiver of such  provision or
         condition.

4.10.     Amendment.  This  Agreement may be amended only by a written  document
          signed by the  parties and  stating  that the  document is intended to
          amend this Agreement.

4.11.    Disputes. In any dispute or proceeding to construe this Agreement,  the
         parties  expressly  consent to the exclusive  jurisdiction of state and
         federal  courts  in Tulsa  County,  Oklahoma,  the  principal  place of
         business  for  Maxxon.  The  prevailing  party in any suit  brought  to
         interpret  this  Agreement  shall be  entitled  to  recover  reasonable
         attorney's  fees and  expenses in addition to any other relief to which
         it is entitled.

4.12.    Payment  of  Pippin's  Attorney's  Fees  and  Expenses  in  Advance  in
         Connection  with this  Agreement.  If the Company brings a suit against
         Pippin in  connection  with this  Agreement  or if Pippin  brings  suit
         against  the Company in  connection  with this  Agreement,  the Company
         shall pay Pippin's reasonable attorney's fees and expenses as incurred.
         If a  determination  is made in a court of  competent  jurisdiction  in
         favor  of the  Company,  then  the  Company  shall  be  entitled  to be
         reimbursed by Pippin for her  attorney's  fees and expenses  which were
         paid by the Company.

4.13.     Execution. Each party to this Agreement hereby represents and warrants
          to the other  party  that such party has full  power and  capacity  to
          execute, deliver and perform this Agreement.


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IN WITNESS  WHEREOF,  the parties to this Agreement have executed this Agreement
effective this 3rd day of January, 2001.

VICKI PIPPIN                          MAXXON, INC.

/s/ VICKI PIPPIN                      /s/ GIFFORD MABIE
------------------------------        -----------------------------------------
VICKI PIPPIN, an Individual           By:  Gifford M. Mabie
                                      President and Chief Executive Officer


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