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 GIFFORD M. MABIE ("Mabie"). 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 Mabie agree that for the
         period  commencing on January 3, 2001,  and  terminating  on January 3,
         2002 (the "Termination Date"), the Company shall employ Mabie and Mabie
         shall  perform  duties  ("duties")  for the Company as Chief  Executive
         Officer  and  President  of the  Company as set forth in the  Company's
         Bylaws  and  shall  report to the  Company's  Board of  Directors  (the
         "Board").

1.02.    Commitment to the Company.  During the term of this Agreement,  Mabie
         shall devote such working time,  attention and energies to the business
         of the Company,  as is necessary or appropriate  for the performance of
         his duties as Chief  Executive  Officer and  President  of the Company.
         However,  this  commitment  shall not be construed as preventing  Mabie
         from  participating  in  other  businesses  or from  investing  Mabie's
         personal  assets in such form or manner as may  require  occasional  or
         incidental  time on the part of Mabie 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.  Mabie shall receive a salary of  $100,000.00  per
         year, payable in 24 semi-monthly  installments.  Each January the Board
         shall review  Mabie's salary and shall make such increases in salary as
         it  considers  appropriate.  Mabie'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 Mabie 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 Mabie shall be entitled to
         participate  in all  executive  bonuses  as  the  Board,  in  its  sole
         discretion, shall determine.

         (c) Fringe  Benefits.  During the term of this  Agreement  the  Company
         shall provide to Mabie 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 Mabie's  employment  under this Agreement;  and
         (ii) paid vacation and sick leave, as determined by the Board.

         (d)  Reimbursement  of Expenses.  (i) During the term of this Agreement
         the Company  shall pay directly or reimburse  Mabie for all  reasonable
         and necessary travel, entertainment, or other

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<PAGE>
          related  expenses  incurred  by him in  carrying  on  his  duties  and
          responsibilities under this Agreement.  In addition, the Company shall
          furnish Mabie with a cellular  telephone and suitable office space and
          facilities for the performance of his duties.  (ii) During the term of
          this  Agreement the Company shall pay for Mabie's  membership  dues in
          professional  organizations  and  for  any  seminars  and  conferences
          related to Company business.

1.05.    (a) Indemnification.  Mabie shall be indemnified by the Company for all
         legal  expenses and all  liabilities  incurred in  connection  with any
         proceeding  involving  him by reason  of his  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  Mabie  arising out of his serving or having served in a
         capacity  specified  in  Section  1.01  above,  which in  Mabie's  sole
         judgment  requires him to retain  counsel (such choice of counsel to be
         made by Mabie  with the prior  consent  of the  Company,  which may not
         unreasonably  withhold its  consent) or  otherwise  expend his personal
         funds for his defense in  connection  therewith,  the Company shall pay
         for or reimburse Mabie for all reasonable  attorney's fees and expenses
         and other costs  associated with Mabie'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
         Mabie'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  Mabie'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 Mabie's death. If
         this Agreement is terminated as a result of Mabie's death,  the Company
         shall pay to Mabie's estate,  not later than the 30th day following his
         death,  a lump sum severance  payment  consisting of (1) Mabie's salary
         and accrued salary through the date of his death, (2) all amounts Mabie
         would have been entitled to upon  termination of his  employment  under
         the Company's employee benefit plans and (3) a pro rata amount of bonus
         Mabie was eligible to receive under any Company bonus plan.

2.03.     Disability.  The  Company  shall  have  the  right to  terminate  this
          Agreement  if Mabie incurs a permanent  disability  during the term of
          his employment  under this Agreement.  For purposes of this Agreement,
          "Permanent  Disability"  shall mean  inability of Mabie 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 Mabie has a permanent  disability,
          such dispute shall be submitted to a physician mutually agreed upon by
          Mabie or his 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 Mabie's ability to perform his 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 Mabie shall contain a
          different definition of "permanent  disability." If Mabie's employment
          under this  Agreement is  terminated  by the Company  because he has a
          permanent disability,  the Company shall pay Mabie, not later than the
          30th day  following  the  date of  termination,  a lump sum  severance
          payment  consisting  of (1)  Mabie's  salary  through  the date of

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<PAGE>

          his termination, (2) all amounts Mabie is entitled to upon termination
          of employment under the Company's  employee benefit plans, (3) Mabie's
          undiscounted  salary through the Termination Date, or if greater for a
          period of 24 months, and (4) a pro rata amount of bonus he 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  Mabie's
          employment "for cause" the Company shall pay Mabie, not later than the
          30th day  following  the  date of  termination,  a lump sum  severance
          payment  consisting of (1) Mabie's  salary and accrued  salary through
          the date of his  termination  and (2) all amounts Mabie is entitled to
          upon termination of employment under the Company's  employee  benefits
          plans.

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

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

2.07.     Change of  Control.  Mabie  shall  have the  right to resign  from his
          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

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<PAGE>
          or consolidation;  or (iii) the sale of all, or substantially  all, of
          the  assets of the  Company;  or (iv) a 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 Mabie
          exercises his right to terminate his employment  following a Change of
          Control,  he shall receive,  not later than the 30th day following the
          date of termination,  a lump sum severance  payment  consisting of (1)
          Mabie's  salary through the date of his  termination,  (2) all amounts
          Mabie  is  entitled  to  upon  termination  of  employment  under  the
          Company's  employee  benefits plans, (3) Mabie's  undiscounted  salary
          through the Termination Date, or if greater for a period of 24 months,
          and (4) a pro rata amount of bonus he is eligible to receive under any
          Company bonus program.

2.08.     Mitigation.  Mabie shall have no obligation to mitigate any damages or
          payments made to him 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 Mabie would cause Mabie 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 Mabie  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 Mabie and the
         Company.


                                   ARTICLE III
                    RESTRICTIONS DURING AND AFTER EMPLOYMENT

3.01.    Non-Compete.  During  Mabie's  employment  by the  Company  under  this
         Agreement  and for a  one-year  period  following  the  termination  of
         Mabie's  employment  by the  Company,  except  if such  termination  is
         pursuant to sections  2.05 or 2.07 of this  Agreement,  Mabie shall not
         work for or provide any services in any capacity to any  individual  or
         business entity that is in direct  competition with the business of the
         Company as it exists during Mabie's employment with the Company.

3.02.    Soliciting  Customers  Or Accounts  After  Termination  of  Employment.
         During the one-year  period  immediately  following the  termination of
         Mabie's  employment  with the Company,  except if such  termination  is
         pursuant to sections  2.05 or 2.07 of this  Agreement,  Mabie shall not
         either directly or indirectly:  (a) Make known to any person,  firm, or
         corporation the names and addresses of any of the customers or accounts
         of the Company;  or (b) Call on,  solicit,  or take away, or attempt to
         call on, solicit,  or take away any of the customers or accounts of the
         Company on whom Mabie called or with whom he became  acquainted  during
         his  employment  with the Company,  either for himself or for any other
         person, firm, or corporation.

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

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<PAGE>
                                   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 Mabie, or by Mabie 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.

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.

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<PAGE>

4.12.    Payment  of  Mabie's   Attorney's  Fees  and  Expenses  in  Advance  in
         Connection  with this  Agreement.  If the Company brings a suit against
         Mabie in connection with this Agreement or if Mabie brings suit against
         the Company in connection  with this  Agreement,  the Company shall pay
         Mabie'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
         Mabie  for his  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.

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

GIFFORD M. MABIE                        MAXXON, INC.

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



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