4. Commitment**.**During the Employment Term, Executive shall devotesubstantially all of his business time, attention, skill, and efforts to the faithful performanceof his duties herein. Nothing herein shall preclude Executive from making passive investmentswhich do not interfere with Executive’s responsibilities to the Company and its subsidiaries. Inaddition, with the prior written approval of the Company’s Board of Directors, Executive may engagein more active investments or business ventures so long as such investments and ventures do notconflict or interfere with Executive’s obligations to the Company and its subsidiaries as providedin this Agreement.     5. Compensation**.**The following shall constitute Executive’s “Compensation” hereunder:     (a) Base Salary. During the Employment Term, the Company will pay Executive aninitial base salary (the “Base Salary”) of $200,000.00 per year payable in accordance with theCompany’s then-current executive salary payment practice. Such Base Salary may be reviewed duringthe Employment Period in the sole discretion of the Company’s Board of Directors, and shall not bedecreased without the prior written consent of Executive.(b) Company Vehicle. The Company will furnish the Executive with a vehicle andprovide all expenses associated with the vehicle. The Executive will be responsible forproper maintenance and care of the vehicle at all times.     (c) Incentive Compensation. Executive will be eligible for, but is not guaranteed toreceive, additional compensation (“Incentive Compensation”) as determined from time to time by theCompany’s Board of Directors in its sole discretion.     (d) Insurance and Benefits. Executive will be entitled to participate in any grouplife and medical insurance plans, profit-sharing and similar plans, stock option plans and otherfringe benefits, if and when such fringe benefits are made available to other of its seniorexecutive officers, in accordance with the terms of such plans.     (e) Withholding. All compensation payable to Executive under this Agreement is statedin gross amount and to the extent required by law will be subject to all applicable withholdingtaxes, other normal payroll deductions, and any other amounts required by law to be withheld.     (f) Expenses. The Company, in accordance with its then-current policies, will pay orreimburse Executive for the expenses (including travel and entertainment expenses) reasonablyincurred by Executive during the Employment Term in connection with the performance of Executive’sduties under this Agreement, provided that Executive must provide to the Company documentation ofthe expenses for which Executive seeks reimbursement.Conte Employment Agreement — Page 2
 

 
     (g) Vacation and Holidays. Executive will be entitled to receive paid vacationand paid holidays in accordance with then-current Company policy.     (h) Location of Employment. Executive will be entitled to perform his duties underthis Agreement at the Company’s corporate offices or such location(s) that the Company andExecutive determine to be in the best interests of the Company.     6. Trade Secret Protection.     (a) In the course of his relationship with the Company, Executive understands and acknowledgesthat he will have access to confidential information, technical or non-technical data, formulae,patterns, compilations, programs, devices, methods, techniques, drawings, processes, financialdata, lists of actual or potential customers or supplies, records, specifications, and otherknowledge owned by the Company, business methods, plans, policies and/or personnel of the Company,all of which constitutes the trade secrets and proprietary information of the Company (hereinafter,“trade secrets”). Executive agrees that at no time during or after his relationship with theCompany shall the Executive remove or caused to be removed from the premises of the Company anyrecord, file, memorandum, document, equipment or like item relating to the business of the Companyor its trade secrets except in furtherance of his duties to the Company, and, immediately followingthe termination of Executive’s relationship with the Company or at any other time at the request ofthe Company or any person authorized thereby, all such records, files, memoranda, documents,equipment or trade secrets then in Executive’s possession shall promptly be returned to theCompany.     (b) Executive further agrees that, during and after his relationship with the Company, heshall not without the prior written approval of the Company or any person authorized thereby,disclose to any person, other than those specifically authorized by the Company or any personauthorized thereby and to whom such disclosure is reasonably necessary or appropriate in connectionwith the performance by him of his duties to the Company, any trade secrets obtained by him duringor in furtherance of his relationship with the Company, whether or not he knows or has reason tobelieve will be damaging to the Company; provided, however, that the above shall not precludedisclosure of any information which is generally known to the public (other than as a direct orindirect result of unauthorized disclosure by the Executive or others similarly situated).     7. Non-Competition.     (a) Executive agrees that so long as he is an employee of the Company and for a period ofthree (3) years thereafter, he shall not, directly or indirectly, through any Company, partnership,company or any other person or entity:     (i) compete directly or indirectly in any manner whatsoever within a one hundred mileradius around the outside boundaries of either leasehold and fee acreage held by theCompany or those counties and/or parishes in which the Company conducts oilfield serviceoperations or holds in excess of 5% ownership interests in entities and properties operatedby other entities;Conte Employment Agreement — Page 3
 

 
     (ii) solicit, entice, persuade or induce any individual who is then or has been withinthe preceding three-month period an employee, officer, director, shareholder or consultantto the Company to terminate his or her employment with the Company or to become employed byor enter into contractual relations with any other individual or entity, and Executiveshall not approach any such person for any purpose or authorize or knowingly approve thetaking of any such actions by any other individual or entity;     (iii) solicit, entice, persuade or induce any individual or entity which is then orhas within the preceding twelve-month period been a client, partner, customer or supplierof the Company to terminate its contractual or other relationship with the Company, andExecutive shall not approach any such client, partner, customer or supplier for suchpurpose or authorize or knowingly approve the taking of any such actions by any otherindividual or entity; or     (iv) solicit, entice, persuade or induce any employee, officer, director, shareholderor consultant to the Company to engage in any activity which, were it done by Executive,would violate any provision of this Agreement.     (b) Executive acknowledges that because of the nature of the Company’s business andoperations that the geographical restrictions contained in this Agreement and the restrictions asto specific clients or customers or prospective clients or customers are fair and reasonable.     (c) Executive agrees that prior to the commencement of any employment or businessrelationship with a new employer or associate in a business similar to that of the Company, it willfurnish the new employer or associate, as the case may be, with a copy of this Agreement. Executivealso agrees that the Company may advise any new or prospective employer or associate of theExecutive of the existence and the terms of this Agreement and furnish a copy thereof to saidemployer or associate.     8. Equitable Remedies.     (a) Executive acknowledges and agrees that the agreements and covenants set forth in Sections6 and 7 are reasonable and necessary for the protection of the Business and other interests, thatirreparable injury will result to the Company if Executive breaches any of the terms of saidcovenants, and that in the event of Executive’s actual or threatened breach of any such covenants,the Company will have no adequate remedy at law. Executive accordingly agrees that, in the eventof any actual or threatened breach by him of any of said covenants, the Company will be entitled toimmediate injunctive and other equitable relief, without bond and without the necessity of showingactual monetary damages. Nothing in this Section 8 will be construed as prohibiting the Companyfrom pursuing any other remedies available to it for such breach or threatened breach, includingthe recovery of any damages that it is able to prove.     (b) Each of the covenants in Sections 6 and 7 shall be construed as independent of any othercovenants or other provisions of this Agreement.Conte Employment Agreement — Page 4
 

 
     (c) In the event of any judicial determination that any of the covenants in Sections 6 and 7are not fully enforceable, it is the intention and desire of the parties that the court treat saidcovenants as having been modified to the extent deemed necessary by the court to render themreasonable and enforceable, and that the court enforce them to such extent.     9. Termination**.**     (a) If there has been a material breach of this Agreement by Executive, the Company mayterminate the Employment Term upon fifteen days’ prior written notice to Executive issued uponapproval of the Company’s Board of Directors, Executive for this purpose not being considered amember of the Board. Executive shall have the right to cure any such breach within such fifteen-dayperiod. Any uncured material breach shall be considered “cause” hereunder. Upon expiration of suchnotice period, the Employment Term will immediately end and Executive will not be entitled toreceive any further compensation (whether described in Section 5 or otherwise) other than accruedbut unpaid Base Salary and any vested stock options. Without limiting the generality of theforegoing, any breach by Executive of any of his obligations under Sections 6 and 7 will be deemeda material breach of this Agreement that is incapable of being cured.     (b) Any of the following events will also be deemed a material breach of this Agreement:     (i) Executive’s continued and deliberate neglect of, willful misconduct in connectionwith the performance of, or refusal to perform his duties in accordance with, Section 3 ofthis Agreement;     (ii) Executive’s failure to devote his full business time to the Company’s business inaccordance with Section 4 of this Agreement;     (iii) such willful misconduct on the part of Executive that causes or is likely tocause a material financial injury to the Company, including, without limitation,embezzlement of Company funds or theft or misappropriation of the Company’s property; or     (iv) Executive’s conviction of a felony class crime.     (c) Without cause, the Company may terminate this agreement at any time upon ten days’ writtennotice to the Executive. At the Company request, the Executive will continue to perform his dutiesand may be paid his regular salary up to the date of termination. In addition, the Company will payExecutive a severance allowance determined by dividing Executive’s base salary compensation by 257to compute a “daily base salary rate” and then multiplying the daily base salary rate by theproduct of multiplying the number of full months of Executive’s employment with the Company by 84%;less taxes and Social Security required to be withheld. At the Company’s discretion, it can paythe severance allowance in a single payment within ten days’ of Executive’s termination date or ininstallments equal to the then-current Executive salary payment practice.Conte Employment Agreement — Page 5
 

 
     (d) The Employment Term will terminate upon the death or disability of Executive. Disabilityof Executive will be deemed to have occurred whenever Executive has suffered physical or mentalillness, injury, or infirmity that prevents Executive from fulfilling his duties under thisAgreement for 30 consecutive days and the Company determines in good faith that such illness orother disability is likely to continue for at least the next following 60 days. If terminated fordeath or disability, the Company shall provide Executive, or Executive’s estate with severance pay,which shall be equal to two months of base salary compensation.     10. General Provisions.     (a) Amendment. This Agreement may not be modified or amended except by an instrumentin writing signed by the parties. No term or condition of this Agreement will be deemed to havebeen waived, except by written instrument of the party charged with such waiver. No such writtenwaiver will be deemed to be a continuing waiver unless specifically stated therein, and each suchwaiver will operate only as to the specific term or condition waived and shall not constitute awaiver of such term or condition for the future or as to any act other than that specificallywaived.     (b) ApplicableLaw. This Agreement shall be construed according to the laws of theState of Delaware. In furtherance thereof, the Company shall have all legal and equitable remediesprovided by any Delaware statute dealing with Trade Secrets and the common law. It is expresslyagreed that, notwithstanding such applicable law, the United States Copyright Act shall be deemedequally applicable to any breach of the terms of this Agreement by the Executive, Executive therebywaiving any claim of preemption of state law by said Act.     (c) Enforceability.The invalidity or unenforceability of any particular provision orprovisions of this Agreement shall not affect or impair the other provisions herein and thisAgreement shall be construed in all respects as if such invalid or unenforceable provision orprovisions were omitted.     (d) Assignment. This Agreement shall inure to the benefit of and be binding upon theCompany, its subsidiaries, affiliates, successors and assigns, including without limitation, anyperson, partnership or other entity which may acquire all or substantially all of the Company’sassets or business, or with or into which the Company may be consolidated or merged, and shall bebinding upon the Executive, his successors, assigns, executors and personal representatives, exceptthat this Agreement may not be assigned by the Executive without the prior written consent of theCompany.     (e) Termination of Prior Agreement. This Employment Agreement terminates the priorEmployment Agreement dated June 1, 2010.Conte Employment Agreement — Page 6
 

 
     (f) Notices. All notices, consents, waivers, and other communications under thisAgreement must be in writing and must be delivered (i) personally, (ii) by facsimile withconfirmation of transmission by the transmitting equipment, or (iii) by certified or registeredmail (postage prepaid, return receipt requested), and will be deemed given when so deliveredpersonally or by facsimile, or if mailed, three (3) days after the date of mailing, to theaddresses and facsimile numbers set forth below (or to such other addresses and facsimilenumbers as a party may designate by notice to the other parties):     If to Executive:Mr. Kenneth K. Conte