EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT, made
      and
      entered into on November 9, 2007 by and between Osage Exploration and
      Development, Inc., a Delaware corporation (the "Company") and Greg Franklin
      (the
      "Executive").

     

    WHEREAS,
      the Company desires that the Executive become employed by the Company and
      provide services to the Company in the best interest of the Company and its
      affiliates and constituencies;

    


    WHEREAS,
      the Executive desires to be employed by the Company as provided herein;
      and

    


    WHEREAS,
      the Executive and the Company desire to enter into this Agreement to set forth
      the terms and conditions of the Executive's services with the
      Company;

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein and for other good and valuable consideration, the receipt of which
      is
      mutually acknowledged, the Company and the Executive (individually a "Party"
      and
      together the "Parties") agree as follows:

    


    1.  Employment.
      The
      Company hereby agrees to employ the Executive, and the Executive hereby agree
      to
      be employed with the Company on the terms and subject to the conditions set
      herein.

     

    2.  Terms
      of Employment.
      The
      term of the Executive's employment under this Agreement (the "Employment
      Period") shall commence as of the date of this Agreement, and shall end on
      November 30, 2009, unless extended or terminated earlier in accordance with
      Section 5.

     

    3.  Position,
      Duties and Responsibilities.
      The
      Executive shall be employed
      by the Company and shall serve as Chief Geologist. The Executive shall have
      all
      authority commensurate with the position of Chief Geologist and shall report
      directly to the Chief Executive Officer. The Executive shall not, without the
      prior written approval of the Board, engage in any other business activity
      which
      is in violation of policies established from time to time by the Company or
      its
      affiliates.

     

    a.  Anything
      herein to the contrary notwithstanding, nothing shall preclude the Executive
      from serving on the boards of directors of a reasonable number of other
      corporations or the boards of a reasonable number of trade associations,
      provided that such activities do not materially interfere with the proper
      performance of his duties and responsibilities as an executive officer of the
      Company.

    


    b.  The
      Executive shall perform his services hereunder primarily at the Company's
      Oklahoma City, OK office. 

     

    4.  Compensation.
      

    


    a.  Base
      Salary. During
      the Employment Period, the Executive shall receive a minimum annual salary
      ("Annual Base Salary") equal to $120,000, payable in accordance with the
      customary payroll as in effect from time to time for senior executives of the
      Company.  The Board, from time to time, shall review the Executive's Annual
      Base Salary for possible increases of such Base Salary in relationship to the
      goals and performance of the Company, prevailing competitive conditions annually
      and significant milestones achieved by the Company. The Annual Base Salary,
      including any increases, shall not be decreased during the Employment Period.
      

    


    b.  Bonus.
      Any
      bonuses will be given at the discretion of the Board of Directors. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    c.  Restricted
      Stock Grants.
      2,000,000. To the extent Executive receives restricted stock in the Company,
      the
      stock will accelerate vesting in order to become fully vested upon Executive’s
      termination of his employment for a Change of Control, upon termination of
      his
      employment for Good Reason or upon termination of his employment by the Company
      without Cause (as defined below). The Restricted Stock Grants are issued
      pursuant to a Restricted Stock Agreement entered into in conjunction with this
      Agreement. 

    


    d.  Vacation.
      During
      Employment Period, the Executive shall be entitled to 4 weeks of vacation per
      year.

    


    e.  Expenses.
      During
      the Employment Period, the Executive shall be entitled to receive prompt
      reimbursement for all reasonable business-related expenses incurred by the
      Executive in accordance with the policies and procedures of the company as
      applicable to its senior executives. 

     

    f.  Other
      Executive Benefits.
      During
      the Employment Period, the Executive shall be entitled to participate in or
      be
      covered under all compensation, bonus, pension, retirement, and welfare and
      fringe benefit plans, programs and policies of the Company applicable to senior
      executives of the Company.

     

    5.  Termination.
      

    a.  Death
      or Disability.
      The
      Executive’s employment pursuant to this Agreement shall terminate automatically
      upon the Executive's death.  The Company may terminate the Executive's
      employment for Disability by giving the Executive notice of its intention in
      accordance with Section 5(e) unless Executive returns to the performance of
      the
      essential functions of his employment within 30 days after receipt of such
      notice.  For purposes of this Agreement,  "Disability" means any
      physical or mental condition that renders the Executive unable to perform the
      essential functions of his employment for 90 consecutive days or for a total
      of
      180 days in any 360 consecutive days.
         

    


    b.  Voluntary
      Termination after Change in Control.
      Notwithstanding anything in this Agreement to the contrary, the Executive may
      voluntarily terminate his employment at any time, after a Change in Control,
      (i)
      for any reason upon three months' written notice to the Company, or (ii) if
      termination is for Good Reason or on account of the Executive's serious illness,
      upon written notice pursuant to Section 5(e) but without any notice period.
       Upon termination in conjunction with a Change of Control, the Executive
      shall receive, in one payment, the greater of (i) Annual Base Salary in effect
      immediately prior to the Change of Control and (ii) the remaining Annual Base
      Salary in effect immediately prior to the Change of Control owed to Executive
      until the end of the Employment period. In the event of any termination pursuant
      to this Section 5(b), the executive shall have no further obligation to the
      Company under this Agreement, except as provided in Section 6.
   

     

    c.  Cause.
      The
      Company may terminate the Executive's employment for Cause.  For purposes
      of this agreement "Cause" means: Executive's engaging in gross misconduct
      materially and demonstrably injurious to the Company; failure to perform the
      services hereunder; violation of any written resolution adopted by the Company's
      Board of Directors or Executive Committee; or conviction by final judgement
      of a
      felony constituting fraud, theft, embezzlement or homicide.
   

     

    d.  Good
      Reason.
      The
      Executive may terminate his employment for Good Reason.  For purposes of
      this Agreement, "Good Reason" means (i) a material reduction in the nature
      or
      scope of the Executive's position, title, status, authority, duties, powers,
      or
      functions on the date of this Agreement; (ii) the assignment to the Executive
      of
      any material duties which are not commensurate with or at least as prestigious
      as the Executive's duties and responsibilities as contemplated by this
      Agreement; (iii) a material breach by the Company of any of the provisions
      of
      this Agreement; (iv) the relocation of the Company's principal operations office
      to a location outside Oklahoma City Area; or (v) the failure by the Company
      to
      obtain an agreement, reasonably satisfactory to the Executive, from any
      successor to assume and agree to perform this Agreement. After a Change in
      Control, in addition to items (i) through (v), "Good Reason" shall include
      (vi)
      a determination by the Executive, in his sole discretion, during the 30-day
      period commencing 180 days following Change in Control he can no longer
      effectively perform his duties.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    e.  Notice
      of Termination.
      Any
      termination by the Company for Cause or Disability or by the Executive for
      Good
      Reason shall be communicated by a written notice (a "Notice of Termination")
      to
      the other party hereto.  A "Notice of Termination" shall set forth in
      reasonable detail the events giving rise to such termination.
 

     

    f.  Date
      of Termination.
      For
      purposes of this Agreement, the term "Date of Termination" means (i) in the
      case
      of termination for Disability, 30 days after Notice of Termination is given
      (provided that the Executive shall have not returned to full-time performance
      of
      his duties during such 30 day period); (ii) in the case of termination for
      Cause, a date specified in the Notice of Termination (which shall not be more
      than 30 days from the date such Notice of Termination is given); (iii) in the
      case of any other termination for which a Notice of Termination is required,
      the
      date of receipt of such Notice of Termination or, if later, the date specified
      therein, as the case may be; and (iv) in all other cases, the actual date on
      which the Executive's employment terminates during the Employment
      Period.

     

    6.  Noncompetition.

    


    a.  Scope.
      In the
      case of the Executive’s termination of employment, including due to the
      expiration of the Employment Period, the Executive shall not, for one year
      following the Date of Termination, without prior written approval of the
      Company, (i) divert any active project of the Company (the “Designated Project”)
      to a competitor of the Company or (ii) solicit or encourage any officer,
      Employee or consultant of the Company to leave their employ for employment
      by or
      with any competitor of the Company for employment on the Designated Project.
       If, at any time the provisions of this Section 6 shall be determined to be
      invalid or unenforceable, by reason of being vague or unreasonable as to
 area, duration  or scope of activity, this Section 6 shall be
      considered divisible and shall become and be immediately amended to apply only
      to such area, duration and scope of activity as shall be determined to be
      reasonable and enforceable by the court or other body having jurisdiction over
      the matter; and the Executive agrees that this Section 6 as so amended shall
      be
      valid and binding as though any invalid or unenforceable provision had not
      been
      included herein.  Nothing in this section 6 shall prevent or restrict the
      Executive from engaging in any business or industry other than the Designated
      Party in any capacity.

    


    b.  Irreparable
      Harm.
      The
      Executive agrees that any remedy at law for any breach of this section 6 shall
      be inadequate and that the Company shall be entitled to injunctive
      relief.

     

    7.  Successors.
      

     

    a.  This
      Agreement is personal to the Executive and, without written consent of the
      Company, shall not be assignable by the Executive otherwise than by will or
      the
      laws of descent and distribution.  This Agreement shall insure the benefit
      of and be enforceable by the Executive’s legal representatives. 

    


    b.  This
      Agreement shall insure to the benefit of and be binding upon Company and its
      successors.  The Company shall require any successor to all or
      substantially all of the business and/or assets of the Company, whether direct
      or indirect, by an agreement in form and substance reasonably satisfactory
      to
      the Executive, expressly to assume and agree to perform this
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  Miscellaneous

    


    a.  Witholding.
      Any payments provided for hereunder shall be paid net of any applicable
      withholding required under federal, state or local law and any additional
      withholding to which the Executive has agreed.   

    


    b.  Applicable
      law. This Agreement shall be governed by and construed in accordance with the
      laws of California, applied without reference to principles of conflict of
      laws.

    


     

    c.  Amendments.
      This Agreement may not be amended or modified otherwise than by a written
      agreement executed by the parties hereto or their respective successors and
      legal representatives. 

    


     

    d.  Notices.
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed to have been duly given and delivered or mailed to the other party by
      registered or certified mail, return receipt requested, postage paid, addressed
      as follows:

    


     

       If
      to the
      Company:      Osage
      Exploration and Development, Inc.

    888
      Prospect Street, Suite 210

    La
      Jolla,
      CA 92037

    Attention:
      Kim Bradford

    President
      and Chief Executive Officer

    


       If
      to the
      Executive:       Greg
      Franklin     

     

    Or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith, except that notice of change of address shall be
      effective only when actually received by the addressee.

    


    e.  Severability.
      The invalidity or unenforceability of any provision of this Agreement shall
      not
      affect the validity or enforceability of any other provision of this
      agreement.

     

    f.  Waiver.
      Waiver by any party hereto of any breach or default by any other party of any
      of
      the terms of this Agreement shall not operate as a waiver of any other breach
      or
      default, whether similar to or different from the breach or default
      waived.

     

    g.  Entire
      Agreement. This Agreement constitutes the entire agreement between the parties
      hereto with respect to matters referred to herein, and no other agreement,
      verbal or otherwise, shall be binding as between the parties unless it is in
      writing and signed by the party against whom enforcement is sought.
  All prior and contemporaneous agreements and understandings between
      the parties with respect to the subject matter of this Agreement are superseded
      by this Agreement. 

     

    h.  Survival.
      The respective rights and obligations of the parties hereunder shall survive
      any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations.

     

    i.  Captions
      and References. The captions of this Agreement are not part of the provisions
      hereof and shall have no force or effect.  References in this Agreement to
      a section number are references to sections of the Agreement unless otherwise
      specified.  

     

    j.  Resolution
      of Disputes. Any disputes arising under or in connection with this Agreement
      shall be resolved by binding arbitration, to be held in the metropolitan area
      of
      Company headquarters in accordance with the rules and procedures of the American
      Arbitration Association. Judgment upon the award rendered by the arbitrator(s)
      may be entered in any court having jurisdiction thereof. All costs and expenses
      of any arbitration or court proceeding (including fees and disbursements of
      counsel) shall be borne by the respective Party incurring such costs and
      expenses, but the Company shall reimburse the Executive for such reasonable
      costs and expenses in the event he substantially prevails in such arbitration
      or
      court proceeding. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement on the date first
      set forth above.

    


    OSAGE
      EXPLORATION AND DEVELOPMENT, INC.

    


    


    ________________________

    Greg
      Franklin

    Board
      Member

    


    


    _________________________

    Ran
      Furman

    Board
      Member

    


    


    __________________________

    Kim
      Bradford

    Chairman
      of the Board

    


    


    EXECUTIVE

    


    


    _________________________

    Greg
      Franklin

    Executive