Exhibit
      10.2


    Executable
      Version

    


    EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 1, 2008 by and
      between MILLER PETROLEUM, INC., a Tennessee corporation (the “Company”), and
      SCOTT M. BORUFF (“Executive”).

     

    WHEREAS,
      the parties hereto wish to enter into an employment agreement to employ
      Executive upon the terms and conditions herein.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and representations
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

     

    
      	 	
              1.

            	
              Employment
                Period.

            


    

     

    The
      Company hereby employs Executive, and Executive agrees to serve the Company
      under the terms of this Agreement, for a term of five (5) years (the “Initial
      Term”), subject to earlier termination as provided herein, commencing as of the
      date of this Agreement (the “Commencement Date”). On the five-year anniversary
      of the Commencement Date and each successive one-year anniversary thereafter,
      the term of this Agreement shall automatically be extended for an additional
      period of one (1) year; provided,
      however,
      that
      either party hereto may elect not to extend this Agreement by giving written
      notice to the other party at least sixty (60) days prior to any such anniversary
      date. The Initial Term and any renewal periods thereafter, until the termination
      of Executive’s employment hereunder, shall be referred to herein as the
“Employment Period.”

     

    
      	 	
              2.

            	
              Duties
                and Status.

            


    

     

    The
      Company hereby engages Executive as Chief Executive Officer of the Company
      on
      the terms and conditions set forth in this Agreement. During the Employment
      Period, Executive shall report directly to the Board of Directors of the Company
      (the “Board”), and exercise such authority, perform such executive duties and
      functions and discharge such executive responsibilities as are reasonably
      associated with Executive’s position, consistent with the responsibilities
      assigned to officers of companies comparable to the Company, commensurate with
      the authority vested in Executive pursuant to this Agreement and consistent
      with
      the Certificate of Incorporation and By-laws of the Company. Without limiting
      the generality of the foregoing, Executive shall undertake his duties in a
      manner consistent with the best interests of the Company and shall perform
      his
      duties to the best of his ability and in a diligent and proper manner. Executive
      shall perform all duties, services and responsibilities in accordance with
      the
      guidelines, policies and procedures established by the Board from time to time.
      Executive further agrees to devote his entire business time, attention, full
      skill and best efforts to the interests and business of the Company.
      Notwithstanding the foregoing or any other provision of this Agreement, it
      shall
      not be a breach or violation of this Agreement for the Executive to (i) serve
      on
      corporate (subject to approval of the Board), civic or charitable boards or
      committees, (ii) deliver lectures, fulfill speaking engagements or teach at
      educational institutions, or (iii) manage personal real estate investments,
      so
      long as such activities do not significantly interfere with or significantly
      detract from the performance of the Executive’s responsibilities to the Company
      in accordance with this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              3.

            	
              Compensation;
                Benefits and Expenses.

            


    

     

    (a) Salary.
      The
      Company shall pay to Executive, as compensation for the performance of his
      duties and obligations under this Agreement, a base salary at the rate of
      $250,000 per annum during the Employment Period, payable in arrears in
      accordance with the normal payroll practices of the Company for its executive
      officers. Executive’s base salary shall be subject to review each calendar year
      by the Board in its sole discretion.
      Further,
      Executive’s base salary shall be increased for each year of the Employment
      Period at the beginning of each such year by an amount not less than the COLA
      Adjustment. COLA Adjustment means the cost of living adjustment, which shall
      correspond to the percent rise in prices for the preceding year as measured
      by
      the Consumer Price Index for all Urban Consumers (CPI-UC), All City Average,
      all
      Items published by the United States Department of Labor, Bureau of Labor
      Statistics (the “Index”). The COLA Adjustment shall be determined by multiplying
      the amount or figure to be adjusted by a fraction, the numerator of which is
      the
      Index published for the month in which occurs the date of adjustment and the
      denominator of which is the Index published for the same month of the preceding
      year.

     

    (b) Bonus.
      In
      addition to the base salary payable to Executive hereunder, Executive also
      shall
      be entitled to receive a one-time sign-on bonus equal to $300,000, one-half
      of
      which shall be payable on or about the execution and delivery of this Agreement
      and the other half of which shall be payable on the one-year anniversary of
      the
      date hereof.

     

    (c) Equity.
      In
      addition to base salary and bonuses, Executive shall be entitled to the
      following equity in the Company:

     

    (i) Stock
      Options.
      Option
      to purchase 250,000 shares of the Company’s common stock at an exercise price
      equal to $0.33 per share, vesting in equal annual installments over a period
      of
      four (4) years from the grant date, or immediately with respect to all such
      options in the event of a Change in Control (as defined in Section 5(c) hereof)
      and exercisable for a period of ten (10) years from the date of grant, which
      option shall be granted on or about the execution and delivery of this
      Agreement;

     

    (ii) Restricted
      Stock Grant.
      250,000
      restricted shares of the Company’s common stock vesting in equal annual
      installments over a period of four (4) years from the issuance date, or
      immediately with respect to all such shares in the event of a Change in Control,
      which shares shall be issued on or about the execution and delivery of this
      Agreement; and

     

    (iii) Incentive
      Cash/Restricted Stock.
      Cash
      and restricted shares of the Company’s Common Stock on an incentive basis, as
      follows:

     

    (A) 100%
      of
      Executive’s then base salary plus 100,000 shares of Common Stock in the event
      that the Company achieves gross revenue for the fiscal year ending April 30,
      2009 (annualized commencing as of the date of this Agreement) of not less than
      $2,000,000, and EBITDA (as hereinafter defined) for such period of not less
      than
      $200,000; 50% of such cash and shares to be paid and issuable in the event
      that
      the gross revenue target is achieved, and the remaining 50% of such cash and
      shares to be paid and issuable in the event that the EBITDA target is achieved,
      such amounts to be pro
      rated
      for the
      annualized nine-month period;


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (B) 100%
      of
      Executive’s then base salary plus 100,000 shares of Common Stock in the event
      that the Company achieves gross revenue for the fiscal year ending April 30,
      2010 of not less than $4,000,000, and EBITDA for such period of not less than
      $400,000; 50% of such cash and shares to be paid and issuable in the event
      that
      the gross revenue target is achieved, and the remaining 50% of such cash and
      shares to be paid and issuable in the event that the EBITDA target is
      achieved;

     

    (C) 100%
      of
      Executive’s then base salary plus 100,000 shares of Common Stock in the event
      that the Company achieves gross revenue for the fiscal year ending April 30,
      2011 of not less than $8,000,000, and EBITDA for such period of not less than
      $800,000; 50% of such cash and shares to be paid and issuable in the event
      that
      the gross revenue target is achieved, and the remaining 50% of such cash and
      shares to be paid and issuable in the event that the EBITDA target is
      achieved;

     

    (D) 100%
      of
      Executive’s then base salary plus 100,000 shares of Common Stock in the event
      that the Company achieves gross revenue for the fiscal year ending April 30,
      2012 of not less than $16,000,000, and EBITDA for such period of not less than
      $1,600,000; 50% of such cash and shares to be paid and issuable in the event
      that the gross revenue target is achieved, and the remaining 50% of such cash
      and shares to be paid and issuable in the event that the EBITDA target is
      achieved; and

     

    (E) 100%
      of
      Executive’s then base salary plus 100,000 shares of Common Stock in the event
      that the Company achieves gross revenue for the fiscal year ending April 30,
      2013 of not less than $30,000,000, and EBITDA for such period of not less than
      $3,000,000; 50% of such cash and shares to be paid and issuable in the event
      that the gross revenue target is achieved, and the remaining 50% of such cash
      and shares to be paid and issuable in the event that the EBITDA target is
      achieved.

     

    EBITDA
      means, for any applicable period, earnings before provision for income taxes,
      depreciation and amortization as determined in accordance with generally
      accepted accounting principles consistently applied. All such cash and shares
      of
      incentive restrictive stock as set forth in (A), (B), (C), (D) and (E) above
      shall be paid and/or issued by the Company to Executive, as the case may be,
      as
      soon as practicable after the relevant determinations of gross revenue and
      EBITDA have been made, which such determinations shall be made by the
      regularly-engaged accountants of the Company and be final and binding for all
      purposes absent manifest error, gross negligence or willful misconduct. In
      the
      event of a Change in Control, any such incentive restrictive stock not yet
      issued, and for which the applicable benchmarks have not yet been determined,
      shall be immediately issued to Executive.


    
      
        
        

      

      
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    (d) Vacation
      and Sick Leave.
      Executive shall be entitled to vacation time for each calendar year and such
      paid sick leave as is in accordance with the normal Company policies and
      practices in effect from time to time for senior executives but in no event
      less
      than four (4) weeks vacation; provided,
      however,
      that
      unless otherwise approved in writing by the Board, no more than two weeks of
      such vacation time may be used consecutively, and provided,
      further,
      that
      any accrued but unused vacation time and paid sick leave remaining at the end
      of
      each calendar year shall be forfeited unless otherwise agreed to in writing
      by
      the Company and Executive.

     

    (e) Other
      Benefits.
      During
      the Employment Period, Executive shall be entitled to participate in the
      employee benefit plans, programs and arrangements of the Company in effect
      during the Employment Period which are generally available to senior executives
      of the Company (including, without limitation, 401(k) and group medical
      insurance plans), as well as an automobile allowance of $1,000 per month,
      subject to and on a basis consistent with the terms, conditions and overall
      administration of such plans, programs and arrangements.

     

    (f) Expenses.
      In
      addition to any amounts payable to Executive pursuant to this Section
3,
      the
      Company shall reimburse Executive, upon production of accounts and vouchers
      or
      other reasonable evidence of payment by Executive, all in accordance with the
      Company’s regular procedures in effect from time to time, all reasonable and
      ordinary expenses as shall have been incurred by him in the performance of
      his
      duties hereunder or other expenses agreed upon in writing by the Company and
      Executive.

     

    
      	 	
              4.

            	
              Termination
                of Employment.

            


    

     

    (a) Termination
      for Cause.
      The
      Company may terminate Executive’s employment hereunder at any time for Cause.
      For purposes of this Agreement, Cause shall mean:

     

    (i) Executive’s
      commission of (A) any violation of law, (B) any breach of fiduciary duty or
      act
      of negligence or malfeasance, or (C) any act of dishonesty, fraud or
      misrepresentation;

    


    (ii) Executive’s
      commission of any other act of moral turpitude injurious to the Company, which
      the Board in its sole discretion determines has or may be reasonably expected
      to
      have a detrimental impact on the Company’s business or operations or would
      prevent Executive from effectively performing his duties under this
      Agreement;

    


    (iii) a
      breach
      by Executive of any obligations or covenants contained in this Agreement as
      determined by the Board in its sole discretion; and

    


    (iv) a
      failure
      by Executive to discharge his duties, responsibilities and obligations under
      this Agreement, or a failure to follow the directives of the Board, as
      determined by the Board in its sole discretion.

    


    (b) Termination
      Upon Death or Disability.
      The
      Employment Period shall be terminated upon the death or Disability (as defined
      below) of Executive. "Disability"
      shall mean that as a result of physical or mental illness, injury, infirmity
      or
      other incapacity as determined by a physician selected by the Board, Executive
      is not able to substantially perform his duties and responsibilities to the
      Company for a period of one hundred twenty (120) consecutive days or an
      aggregate period of more than one hundred and eighty (180) days in any 12-month
      period.

     

    
      	 	
              5.

            	
              Consequences
                of Termination.

            


    

     

    (a) For
      Cause, Death, Disability or Non-Renewal; By Executive.
      In the
      event of termination of Executive’s employment at any time (i) by the Company
      for Cause, (ii) by Executive for any reason, (iii) by either party as a result
      of a non-renewal in accordance with Section 1 hereof, or (iv) as a result of
      death or Disability, Executive shall be entitled only to receive base salary
      accrued but not paid through the date of termination, and the Company shall
      have
      no further obligations to Executive.

     

    (b) Other
      Termination.
      In the
      event of a termination of Executive’s employment for any reason other than as
      set forth in Sections 5(a) or 5(c) hereof, 

     

    (i) the
      Company shall provide to Executive base salary accrued but not paid through
      the
      date of termination plus, as severance, base salary for one year, payable over
      time in accordance with the Company’s normal payroll practices, provided that,
      in the
      event such termination occurs after the end of the Initial Term, Executive
      shall
      be entitled only to receive base salary accrued but not paid through the date
      of
      termination; and

     

    
      
        
        

      

      
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    (ii) Executive
      shall provide to the Company an executed and non-revocable release agreement
      in
      favor of the Company and its shareholders and their respective directors,
      officers and employees, in form and substance acceptable to the
      Company.

     

    (c) Change
      in Control.
      If at
      any time during the Employment Period, Executive’s employment with the Company
      is terminated by the Company as a result of a Change in Control (as hereinafter
      defined), the Company shall pay to Executive an amount equal to 2.99
multiplied
      by
      Executive’s annualized salary that Executive is then earning, payable in a
      lump-sum payment upon the closing of the Change in Control. For purposes hereof,
      a Change in Control means the acquisition by any Person (as defined below)
      of
      beneficial ownership of securities of the Company representing greater than
      50%
      of the combined voting power of the Company’s then outstanding voting
      securities. Person means any individual or entity (or group(s) thereof acting
      together), which such individual or entity (or group thereof) is not a
      beneficial owner of any of the Company’s securities as of the date of this
      Agreement.

     

    (d) Withholding
      of Taxes.
      All
      payments required to be made by the Company to Executive under this Agreement
      shall be subject to the withholding of such amounts, if any, relating to tax,
      excise tax and other payroll deductions as the Company may reasonably determine
      it should withhold pursuant to any applicable law or regulation.

     

    (e) No
      Other Obligations.
      Except
      for the obligations of the Company provided by this Agreement and by operation
      of applicable law, the Company shall have no further obligations to Executive
      upon his termination of employment.

     

    
      	 	
              6.

            	
              Indemnity.

            


    

     

    The
      Company shall, during Executive’s employment with the Company and thereafter,
      indemnify Executive to the fullest extent permitted by law and by its
      Certificate of Incorporation and By-laws and shall assure that Executive is
      covered by the Company’s D&O insurance policies, if available, and any other
      insurance policies that protect employees as in effect from time to time. Such
      insurance policies shall be with providers, and provide for coverage in amounts,
      customary and reasonable within the industry in which the Company
      operates.

     

    
      	 	
              7.

            	
              Restrictive
                Covenants.

            


    

     

    (a) Proprietary
      Information.

     

    (i) Executive
      agrees that all information and know-how, whether or not in writing, of a
      private, secret or confidential nature concerning the business or financial
      affairs of the Company or any Affiliates (as defined in Section 7(f) below)
      is
      and shall be the exclusive property of the Company or any Affiliates. Such
      information and know-how shall include, but not be limited to, inventions,
      products, processes, methods, techniques, formulas, compositions, compounds,
      projects, developments, plans, research data, clinical data, financial data,
      personnel data, computer programs, customer and supplier lists, client lists,
      business plans, operational methods, pricing policies, marketing plans, sales
      plans, identity of suppliers or vendors, trading positions, sales, profits
      or
      other financial or business information, in each case of or relating to the
      business of the Company or any Affiliates (collectively, “Proprietary
      Information”). Except in connection with, and on a basis consistent with, the
      performance of his duties hereunder, Executive shall not disclose any
      Proprietary Information to others outside the Company or any Affiliates or
      use
      the same for any unauthorized purposes without written approval by the Board,
      either during or at any time after the Employment Period.

     

    (ii) Executive
      agrees that all files, letters, memoranda, reports, records, data, sketches,
      drawings, laboratory notebooks, program listings, customer lists, customer
      solicitations or other written, photographic, or other tangible material
      containing Proprietary Information, whether created by Executive or others,
      which shall come into his custody or possession, shall be and are the exclusive
      property of the Company or any Affiliates to be used by Executive only in the
      performance of his duties for the Company. Executive agrees to deliver to the
      Company upon the expiration of the Employment Period all such material
      containing Proprietary Information.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (iii) Executive
      agrees that his obligation not to disclose or use information, know-how and
      records of the types set forth in paragraphs (i)
      and
(ii)
      above,
      also extends to such types of information, know-how, records and tangible
      property of customers of the Company or any Affiliates or suppliers to the
      Company or any Affiliates or other third parties who may have disclosed or
      entrusted the same to the Company or any Affiliates or to Executive in the
      course of the Company’s business.

     

    (iv) Notwithstanding
      the foregoing, Proprietary Information shall not include information which
      (A)
      is or becomes generally available or known to the public, other than as a result
      of any disclosure by Executive in violation hereof; or (B) is or becomes
      available to Executive on a non-confidential basis from any source other than
      the Company, other than any such source that is prohibited by a legal,
      contractual, or fiduciary obligation to the Company from disclosing such
      information.

     

    (v) In
      the
      event that Executive is requested pursuant to, or becomes compelled by, any
      applicable law, regulation, or legal process to disclose any Proprietary
      Information, Executive shall provide the Company with prompt written notice
      thereof so that the Company may seek a protective order or other appropriate
      remedy or, in the Company’s sole and absolute discretion, waive compliance with
      the terms hereof. In the event that no such protective order or other remedy
      is
      obtained, or the Company waives compliance with the terms hereof, Executive
      shall furnish only that portion of such Proprietary Information which Executive
      is advised by counsel in writing is legally required. Executive will cooperate
      with the Company, at the Company’s sole cost and expense, in its efforts to
      obtain reliable assurance that confidential treatment will be accorded such
      Proprietary Information.

     

    (b) Developments.

     

    (i) Executive
      shall make full and prompt disclosure to the Company of all inventions,
      improvements, discoveries, methods, developments, software, and works of
      authorship, whether patentable or not, which are created, made, conceived or
      reduced to practice by Executive or under his direction or jointly with others
      during the Employment Period, whether or not during normal working hours or
      on
      the premises of the Company or any Affiliates (collectively,
“Developments”).

     

    (ii) Executive
      agrees to assign and does hereby assign to the Company (or any entity designated
      by the Company) all of his right, title and interest in and to all Developments
      and all related patents, patent applications, copyrights, copyright
      applications, trademark and trademark applications and other intellectual
      property of any kind or nature. Executive also hereby waives all claims to
      moral
      rights in any Developments.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (iii) Executive
      agrees to cooperate fully with the Company or any Affiliates, both during and
      after the Employment Period, with respect to the procurement, maintenance and
      enforcement of copyrights and patents (both in the United States and foreign
      countries) relating to Developments. Executive shall sign all papers, including,
      without limitation, copyright applications, patent applications, declarations,
      oaths, formal assignments, assignment of priority rights, and powers of
      attorney, which the Company or any Affiliates may deem necessary or desirable
      in
      order to protect their rights and interests in any Development.

     

    (c) Other
      Agreements.
      Executive represents that his performance of all the terms of this Agreement
      and
      as an employee of the Company does not and will not breach any agreement (i)
      to
      keep in confidence proprietary information, knowledge or data acquired by him
      in
      confidence or in trust prior to his employment with the Company, (ii) to refrain
      from competing, directly or indirectly, with the business of his previous
      employer or any other party, and (iii) to refrain from soliciting the employment
      of any employees of any previous employer or any other party.

     

    (d) Non-Competition
      and Non-Solicitation.
      During
      any period of Executive’s employment hereunder and for a period of two (2) years
      thereafter, Executive shall not engage (whether as an employee, consultant,
      director, agent or independent contractor) in any Business Activities on behalf
      of himself or any person, firm or entity, and Executive shall not acquire any
      financial interest (except for equity interests in publicly-held companies
      that
      will not be significant and that, in any event, will not exceed one percent
      (1%)
      of the outstanding equity of such company) in any entity which engages in
      Business Activities in the geographic area of the United States. During the
      period that the above noncompetition restriction applies, Executive shall not,
      without the written consent of the Company: (i) solicit any employee of the
      Company or any Affiliates to terminate his employment, or (ii) solicit any
      customers, partners, resellers, vendors or suppliers of the Company on behalf
      of
      any individual or entity other than the Company or its Affiliates. As used
      herein, the term “Business Activities” shall mean any and all
      business
      activities of the Company and any Affiliates as presently conducted and/or
      conducted for the past two (2) years.

     

    (e) Enforcement.
      The
      Company shall be entitled to seek a restraining order or injunction in any
      court
      of competent jurisdiction to prevent any continuation of any violation of the
      provisions of this Section 7.

     

    (f) Affiliates.
      For
      purposes of this Agreement, Affiliates shall mean any individuals or entities
      that directly or indirectly, through one or more intermediaries, controls,
      are
      controlled by or are under common control with the Company. For purposes of
      this
      definition, “control” means the power to direct the management and policies of
      another, whether through the ownership of voting securities, by contract or
      otherwise.

     

    
      
        
        

      

      
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              8.

            	
              Notices.

            


    

     

    Any
      notice or other communication required or permitted to be given to any party
      hereunder shall be in writing and shall be given to such party at such party’s
      address set forth below or such other address as such party may hereafter
      specify by notice in writing to the other party. Any such notice or other
      communication shall be addressed as aforesaid and given by (a) certified mail,
      return receipt requested, with first class postage prepaid, (b) hand delivery,
      or (c) reputable overnight courier. Any notice or other communication will
      be
      deemed to have been duly given (i) on the fifth day after mailing, provided
      receipt of delivery is confirmed, if mailed by certified mail, return receipt
      requested, with first class postage prepaid, (ii) on the date of service if
      served personally or (iii) on the business day after delivery to an overnight
      courier service, provided receipt of delivery has been confirmed:

    


    If
      to the
      Company, to:

    


    Miller
      Petroleum, Inc.

    3651
      Baker Highway

    Huntsville,
      Tennessee 37756

    Attention:
      Deloy Miller, Chairman of the Board

    


    with
      a
      copy to:

    


    Snow
      Becker Krauss P.C.

    605
      Third
      Avenue

    New
      York,
      New York 10158

    
      	
            	Attention:	
              Jack
                Becker, Esq.

            


    

    David
      R.
      Fishkin, Esq.

    


    If
      to
      Executive, as follows:

    


    810
      Fairway Oaks Lane

    Knoxville,
      Tennessee 37922

     

    
      	 	
              9.

            	
              Non-Assignment;
                Successors.

            


    

     

    Neither
      party hereto may assign his or its rights or delegate his or its duties under
      this Agreement without the prior written consent of the other party, provided
      that, the Company may assign its rights hereunder to any affiliate or successor
      entity. This Agreement shall inure to the benefit of and be binding upon the
      heirs, assigns or designees of the parties hereto.

     

    
      	 	
              10.

            	
              Entire
                Agreement.

            


    

     

    This
      Agreement constitutes the entire agreement by the Company and Executive with
      respect to the subject matter hereof and supersedes any and all prior agreements
      or understandings between Executive and the Company with respect to the subject
      matter hereof, whether written or oral.

     

    
      
        
        

      

      
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            	11.	
              Amendment
                and Waiver.

            


    

     

    Any
      term
      of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance, either
      retroactively or prospectively, and either for a specified period of time or
      indefinitely), only by the written consent of all parties hereto. Any agreement
      on the part of a party to any extension or waiver shall only be valid if set
      forth in an instrument in writing signed on behalf of such party. Any such
      waiver or extension shall not operate as waiver or extension of any other
      subsequent condition or obligation.

     

    
      	
            	12.	
              Unenforceability,
                Severability.

            


    

     

    If
      any
      provision of this Agreement is found to be void or unenforceable by a court
      of
      competent jurisdiction, the remaining provisions of this Agreement shall
      nevertheless be binding upon the parties with the same force and effect as
      though the unenforceable part had been severed and deleted.

     

    
      	
            	13.	
              Specific
                Performance.

            


    

     

    The
      parties hereto agree that irreparable damage would occur if any of the
      provisions of this Agreement were not performed in accordance with their
      specific terms or otherwise breached. It is accordingly agreed that the parties
      shall be entitled to an injunction or injunctions to prevent breaches of this
      Agreement and to enforce specifically the terms and provisions hereof, in
      addition to any other remedy to which they are entitled at law or in
      equity.

     

    
      	 	
              14.

            	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed, interpreted and enforced in accordance with,
      and
      shall be governed by, the laws of the State of Tennessee applicable to contracts
      made and to be performed wholly therein without giving effect to principles
      of
      conflicts or choice of laws thereof.

     

    
      	
            	15.	
              Jurisdiction.

            


    

     

    Each
      of
      the parties hereto hereby irrevocably consents and submits to the exclusive
      jurisdiction of the state and federal courts located in Scott County, Tennessee
      in connection with any proceeding arising out of or relating to this Agreement
      or the transactions contemplated hereby and waives any objection to venue in
      Scott County, Tennessee. In addition, each of the parties hereto hereby waives
      trial by jury in connection with any claim or proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby.

     

    
      	 	
              16.

            	
              Counterparts.

            


    

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    
      	
              MILLER
                PETROLEUM, INC.

            
	 	 
	
              By:
                

            	/s/
Deloy
              Miller
	
              Name:
                Deloy Miller

            
	
              Title:
                Chairman of the Board

            
	 	 
	/s/
Scott
              M. Boruff
	Scott
              M. Boruff


    

     

    
      
        
        

      

      
        10