EXHIBIT 10.18
 EMPLOYMENT, NON-COMPETITION AND
NON-SOLICITATION AGREEMENT
 THIS AGREEMENT rd FRANCIS DRILLING FLUIDS, LTD., JUDE N. GREGORY
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE
 1.
    
    Employment. The Company hereby agrees to employ Employee in his Position. Employee
hereby accepts such employment upon the terms and conditions set forth in this Agreement and
Employee agrees to perform all of such duties and responsibilities faithfully, industriously,
and to the best of Employees ability, experience, and talents, to the Companys reasonable
satisfaction. As a condition of his employment, Employee further agrees to: (a) provide the
Company with appropriate documents establishing his identity and right to work in the United
States on a timely basis; and (b) provide verification of the information contained in his
employment application, including satisfactory references and any standard drug screens.




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2.
    
    Compensation. Employees annual salary will be $150,000, less applicable tax and
other voluntary withholdings, paid in bi-monthly installments in accordance with the Companys
normal payroll practices. Future increases in compensation, if any, will be made by the
Company in its sole and absolute discretion, however the annual salary may be adjusted for an
annual consumer price index (CPI) adjustment. This position is full-time, salaried position
exempt from federal and state law wage and hour and overtime provisions.3.
    
    Term. This Agreement shall be for a term of two (2) years commencing on the
Commencement Date (Initial Term), unless terminated pursuant to any term or condition of this
Agreement. At the end of the Initial Term of this Agreement, the Agreement may automatically
renew for two successive one-year terms, unless either Employee or Company provides written
notice to the other on or before ten (10) days prior to the expiration of the then-current
term, or such Parties elect to terminate this Agreement. Such Initial Term and all subsequent
terms shall be referred to herein as the Term of this Agreement. In the event that the
Agreement is renewed, all of the terms and conditions set out herein shall apply to the
renewal term.4.
    
    Duties and Responsibilities / Duty of Loyalty. Employee agrees to perform in a
diligent and faithful manner all duties and responsibilities traditionally assigned to, or
falling within the normal responsibilities of, an individual employed in his Position and any
additional duties or responsibilities as may be assigned by mutual agreement between the
parties, including but not limited to those specific duties described in Exhibit C which is
incorporated herein by reference. Employee further agrees to perform his duties in accordance
with the orders, directions, advice, or instructions of the Company as given through the CEO
or EVP of the Company. Employee agrees to devote his full time and attention to the
performance of his duties and to the business and affairs of the Company. Employee further
acknowledges and agrees that he owes a duty of loyalty and a fiduciary duty to the Company
during his employment.
 (i)
    
    In addition, during the Term, the Employee shall use reasonable efforts to
assist the Company with respect to: (a) overseeing all financial and fiscal management
aspects of the Companys operations, and providing for the coordination of the
administrative, technology, business planning, accounting, and budgeting efforts of the
Company, (b) creating, coordinating, and evaluating the financial programs and
supporting information systems of the Company to include budgeting, tax planning, real
estate, and conservation of assets, as well as overseeing the approval and processing
of revenue, expenditure, position control documents, department budgets, salary
updates, ledger, account maintenance, and data entry, (c) ensuring compliance with
local, state, and federal budgetary reporting requirements, and developing and
implementing finance, accounting, billing, and auditing procedures, (d) establishing
and maintaining appropriate internal control safeguards, and interacting with other
managers to provide consultative support to planning initiatives through financial and
management information analyses, reports, and recommendations, (e) establishing and
implementing short and long-range departmental goals, objectives, policies, operating
procedures, and analyze cash flow, cost controls, and expenses to guide business
operations and decisions, (f) ensuring records systems, and appropriate internal control safeguards are
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maintained in accordance with generally accepted auditing standards, and approving
and coordinating changes and improvements in automated financial and management
information systems for the Company, (g) coordinating the preparation of financial
statements, financial reports, special analyses, and information reports, and
analyzing financial statements to pinpoint potentially inadequate areas, (h)
coordinating the implementation Human Resource services, policies, programs, and
assisting and advising the Companys senior management and department managers about
Human Resources issues, and (i) originating and leading Human Resources practices
and objectives that will provide an employee-oriented, high performance culture that
emphasizes quality, high productivity and standards, goal attainment, and the
recruitment and ongoing development of a superior workforce.(ii)
    
    Employee will expend his best efforts on behalf of Francis Drilling, and will
abide by all policies and decisions made by Company, as well as all applicable federal,
state and local laws, regulations or ordinances. Employee agrees to act in the best
interests of the Company at all times and devote his full business time and efforts to
the performance of his assigned duties for the Company, unless Employee notifies the
President & CEO in advance of his intent to engage in other paid work and receive the
President & CEOs express written consent to do so.
 5.
    
    Bonus. At the sole discretion of the Company, Employee may also be eligible to
receive the performance and incentive based quarterly and annual bonuses set forth on Exhibit
A to this Agreement (collectively the Bonuses), incorporated herein by reference. The
Bonuses shall be calculated and may be paid to Employee within 45 days of the quarter ended
for any Quarterly Bonus and within 75 days of the Companys fiscal year-end for any Annual
Bonus as more fully set forth in Exhibit A.6.
    
    Stock Awards. Employee may also be entitled to certain stock awards of NYTEX under a
stock compensation plan for key employees of the Company as outlined in Exhibit B,
incorporated herein by reference, based upon achievement of certain financial targets outlined
by management of the Company and these stock awards will be granted to Employee on the dates
set forth on Exhibit B. The Company expressly reserves the right to modify or terminate
these stock awards at its sole discretion.7.
    
    Benefits. To the extent applicable, Employee may also be entitled to participate in
the Companys existing 401(k) plan, health or medical insurance, welfare benefit plans,
qualified plans, or other fringe benefit plans or programs, if any, provided by the Company to
other full-time employees of the Company in accordance with the policies, practices, and
procedures of the Company in effect from time to time. Nothing in this Agreement requires the
Company to offer any such plan or benefit or restricts the Companys ability to modify or
terminate any such plan or benefit as it sees fit. The Company may change its benefit plans
from time to time as it sees fit in its sole discretion in accordance with applicable laws.8.
    
    Company Vehicle. The Company will also furnish the Employee with a vehicle and
provide all expenses associated with the vehicle and the Employee will be responsible for
proper maintenance and care of the vehicle at all times.
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9.
    
    Disclosure of Confidential Information. The Company promises to give Employee its
Confidential Information and Trade Secrets (defined herein) on and after the Commencement
Date. During the Employees employment with the Company, the Company will provide the
Employee with the Companys Confidential Information and Trade Secrets, including continuing
and enhanced access to the Companys Confidential Information and Trade Secrets. The Employee
agrees that for the longest period permitted by Louisiana State law following the Commencement
Date, including but not limited to the period during and after the Term of this Agreement, he
shall maintain all Confidential Information and Trade Secrets in confidence and shall not
disclose any Confidential Information or Trade Secrets to anyone outside of the Company, and
he shall not, directly or indirectly, use any Confidential Information or Trade Secrets for
his own benefit or the benefit of any third party. Nothing in this Agreement, however, shall
prohibit the Employee from using or disclosing Confidential Information or Trade Secrets to
the extent (a) required by the Employee to enforce the terms of this Agreement or any other
agreement or instruments executed and deferred in connection herewith, (b) defend any action,
proceeding, or governmental inquiry against the Employee, or (c) as otherwise required by law
or court order, provided, that if the Employee is required by applicable law to disclose any
Confidential Information or Trade Secrets, the Employee shall (1) provide the Company with
prompt notice before such disclosure in order that the Company may attempt to obtain a
protective order or other assurance that confidential treatment will be accorded such
information, and (2) cooperate with the Company in attempting to obtain such order or
assurance.
 (i)
    
    In this Agreement, Confidential Information means information (except as it
relates to the tax treatment or the tax structure of the transaction) regarding the
Company to the extent it is Confidential (as herein defined), including the following:
(1) information regarding operations, assets, liabilities or financial condition; (2)
information regarding pricing, sales, marketing, capital expenditures, costs, joint
ventures, business alliances, or purchasing; (3) information regarding employees or
sales representatives, including their identities, responsibilities, competence and
compensation; (4) customer lists or other information regarding current or prospective
customers, including information regarding their identities, contact persons and
purchasing patterns; (5) information regarding current or prospective vendors,
suppliers, distributors or other business partners; (6) forecasts, projections,
budgets, business plans, and expansion plans; (7) information regarding planned or
pending acquisitions, divestitures or other business combinations; (8) trade secrets
and proprietary information; (9) copyright applications, know-how, discoveries,
inventions, improvements, techniques, processes, business methods, algorithms, software
programs, software source documents and formulae, in each case regarding current,
future or proposed products or services; (10) website designs, website content,
proposed domain names, and data bases; (11) tool calibration charts; (12) mud
composition and fluid services, including charts, formulae, and other data developed by
the Company regarding the optimal use of drilling fluids; (13)
computer and software programs for the determination of proper mud composition and
weight; (14) training materials for mud engineers and other personnel; (15) maps, graphs, logs and other plans regarding well or drilling
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programs; (16) information
regarding equipment rental services and mud barges and storage tanks; (17)
information regarding the Companys transportation and logistical support services;
and (18) processes and knowhow relating to the Companys cleaning services. For
purposes of this Section, information regarding the Company shall include without
limitation information of the business as conducted by the Company. Confidential
means not generally available to the public. Information shall not be considered to
be generally available to the public if it is made public by the Employee in
violation of this Agreement or, to the knowledge of the Employee, by a third party
who has no lawful right to disclose the information or who does so in violation of
any contractual, legal or fiduciary obligation to the Company.
 (ii)
    
    In this Agreement, Trade Secret means information including, but not limited
to, any of the Companys technical or non-technical data, formula, pattern,
compilation, program, device, method, technique, drawing, process, financial data,
financial plan, product plan, customer or client lists, lists of actual or potential
referral sources, customers or suppliers, or other information similar to any of the
foregoing, which (i) derives independent economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means by other
persons who can derive economic value from its disclosure or use, and (ii) is the
subject of efforts that are reasonable under the circumstances to maintain its secrecy.
 10.
    
    Non-Competition. Employee acknowledges and agrees that he has technical and other
expertise associated with the business of the Company which enhances the goodwill of the
Company. In addition, Employee has valuable business contacts with clients and potential
clients of the Company and with professionals in the industry which also enhances the goodwill
of the Company. Furthermore, Employees expertise and the Companys goodwill are an integral
part of the success of the Company throughout the areas where it conducts business. If
Employee deprives the Company of its goodwill or in any manner uses his expertise in
competition with the Company in contravention of this Agreement, NYTEX and the Company will be
deprived of the benefits they bargained for pursuant to the Transaction between them.
Further, the Company has provided Employee with its Confidential Information and Trade
Secrets, and continued access to such Confidential Information and Trade Secrets.
 (i)
    
    Accordingly, Employee agrees that from and after the Commencement Date and
continuing for six (6) months from the date of employment terminates with the Company
for any reason (the Restriction Period), Employee shall not do any one or more of the
following, directly or indirectly:
 (a)
    
    engage in the Business anywhere in the territory consisting
of the counties and parishes more fully set forth in Exhibit D hereto (the
Territory) as of the Commencement Date, which Business is defined as: the
sale, manufacture, distribution or transportation of fluids, chemicals or
frac sands used in the drilling sector of the oil and gas industry and
cleaning services associated with the oil and gas industry;
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(b)
    
    solicit or attempt to solicit any Person (as herein defined)
who is or has been a customer, supplier, distributor, licensor, licensee or had
any other business relation within the past five (5) calendar years, of the
Employee, the Company, or the Business, to cease doing business with, or to
alter or limit its business relationship with the Company or the Business; or(c)
    
    take any actions which are calculated to persuade any current
or former employees, representatives or agents of the Company or the Business
who have become employees, representatives or agents of the Business and the
Company, to terminate their association with the Business and the Company, or
hire or otherwise retain the services of any such employees, representatives or
agents of the Business and the Company (whether on a full-time basis, part-time
basis or otherwise and whether as an employee, independent contractor, advisor
or in another capacity) who has been acting in such capacity or has acted in
such capacity at any time within the six (6) month period immediately preceding
such proposed date of hire or retention.
 As consideration during the Restriction Period the Employee will be paid
compensation based upon the then annual salary pro-rata for the six month period.(ii)
    
    The term Person shall mean any individual, corporation, company, firm,
business, voluntary or other association, partnership, limited liability company,
trust, estate, an unincorporated organization, or a government or any agency,
instrumentality, or political subdivision thereof or any other entity of any kind.(iii)
    
    To engage in a business means: (1) to render services, as an independent
contractor, employee, Employee, agent, advisor or otherwise, in (or with respect to)
the Territory for that business, or (2) to own, manage, operate or control, as an
owner, partner, member, shareholder or otherwise (or participate in the ownership,
management, operation or control of) an enterprise engaged in that business in the
Territory.(iv)
    
    Employee hereby acknowledges and agrees that the foregoing covenants are
commercially reasonable and reasonably necessary to protect the Business and the
Company and its affiliates or subsidiaries. Employee also specifically agrees and
acknowledges that this Agreement is reasonable and enforceable. Employee further
acknowledges that the above-referenced restrictive covenants are ancillary to or part
of an otherwise enforceable agreement; specifically, Employee received the Companys
Confidential Information and Trade Secrets to perform his job. In return for the
disclosure of the Confidential Information and Trade Secrets to Employee, the Company
received from Employee the covenants set forth herein, and an agreement from Employee
not to use or disclose any Confidential Information and Trade Secrets.(v)
    
    Nothing contained herein shall restrict the Employee from owning, as a passive
investment, 5% or less of the equity securities of any Person in competition with
the Business and the Company or any of its subsidiaries, which securities are listed
on any national securities exchange or in the over-the-counter market, as
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long as
Employee has no other business relationship, direct or indirect, with the issuer of
such securities.
 11.
    
    Non-Solicitation. During the Restriction Period, the Employee shall not directly or
indirectly, as owner, proprietor, employer, employee, shareholder (other than as the holder of
less than five percent (5%) of the shares of a corporation or other entity, the securities of
which are traded on a national securities exchange or in the over-the-counter-market), agent,
partner, member, manager, director, officer, independent contractor, or otherwise: (a) employ
or solicit, receive or attempt to receive the performance of any services by any employee of
the Business or the Company; (b) contact or solicit any Customer (as hereinafter defined) or
otherwise induce or solicit any Customer to enter into any business relationship with any
person, firm or entity other than the Company relating to the Business; or (c) take any
actions that directly or indirectly interfere with the Companys relationships with its
Customers or otherwise reduce the business of a Customer with the Business and the Company.
For all purposes in this Agreement, the term Customer shall mean all persons or entities
that are current, former, or future customers of the Employee and/or Francis Drilling at the
date of this Agreement or at any time during the Restriction Period.12.
    
    Assignment of Inventions.The Employee hereby assigns to the Company his entire
rights, title and interest in and to all discoveries and improvements, patentable or
otherwise, trade secrets and ideas, writings and copyrightable material (Intellectual
Property), which may be conceived by the Employee or developed or acquired by him during the
Term of this Agreement in connection with his duties under the Agreement, which pertain
directly to the business of the Company. Any and all Intellectual Property created by
Employee shall be owned by the Company. In the event that Employee creates any Intellectual
Property that is awarded a copyright and/or patent by the United States Patent and Trademark
Office, Employee agrees to immediately assign all right, title and interest in and to such
patent to the Company, without further compensation, and to execute any and all documents
required or necessary to effect such assignment.13.
    
    Termination. The Company may terminate Employee under this Agreement as follows:
 (i)
    
    Termination For Cause. The Company may, upon written notice effective
immediately, terminate this Agreement for cause at any time if any of the following
conditions exist:
 (a)
    
    if Employee should die, or become disabled for a period of more
than ninety (90) consecutive days. Disability as used herein shall mean any
physical, emotional or mental injury, illness or incapacity, which renders
Employee unable, with reasonable accommodation from the Company, to perform the
duties required of Employee under this Agreement. The existence of any
disability shall be determined by a physician selected by the Company.(b)
    
    if Employee is grossly negligent in the performance of his job
duties or breaches any duty of loyalty or fiduciary duty owed to the Company;
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(c)
    
    if Employee should be convicted of any crime involving, but not
limited to, fraud, theft, dishonesty and/or which has the potential to reflect
negatively on the Company;(d)
    
    if Employee commits any misconduct in the course and scope of
his employment, including but not limited, to an unethical, willful, and
intentional act having the effect of injuring the reputation, business,
goodwill, or business relationship of the Company; or(e)
    
    if Employee should otherwise breach or fail to comply in any
material respect with the terms and conditions of this Agreement.
 If this Agreement is terminated for cause, Employee shall only be entitled to base salary
compensation earned by him prior to the date of termination as provided herein computed on a
pro rata basis to and including such date of termination. The parties expressly agree that
Employee shall be entitled to no further compensation of any kind as of the date of
termination of this Agreement for cause specifically including, but not limited to, any full
or pro-rata amount of restricted stock, stock options, or other stock-based awards, unearned
bonuses or severance pay. Any termination of this Agreement for cause shall be without
prejudice to any right or remedy to which the Company may be entitled at law, in equity, or
under this Agreement.
 (ii)
    
    Termination Without Cause. The Company may terminate Employees
employment under this Agreement at any time, without cause, upon ten (10) days written
notice. In the event of any such termination without cause, the Company agrees to pay
to Employee only the following: (i) the portion of the current base annual salary
earned and unpaid through the date of termination; (ii) any Bonuses or stock incentive
awards otherwise due to Employee through the date of termination; (iii) the value of
any accrued but unused vacation, holiday, or personal leave time in accordance with the
Companys policies; and (iv) six months of compensation based upon then annual salary.(iii)
    
    Termination By Employee. Employee may terminate or resign Employees
employment under this Agreement at any time, upon ten (10) days written notice. In
the event Employee terminates this Agreement, the Company agrees to pay to Employee
only the following: (i) the portion of the current Base salary earned and unpaid
through the date of termination; and (ii) any business expenses otherwise due to
Employee through such date of termination. The parties expressly agree that Employee
shall be entitled to no further compensation of any kind, as of the date of termination
of this Agreement by the Employee specifically including, but not limited to, any full
or pro-rata amount of any Bonuses, restricted stock, stock options, or other
stock-based awards, severance pay, or other benefits.
 14.
    
    Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the internal law, and not the law pertaining to conflicts or choice of law,
of the State of Louisiana.15.
    
    Waiver. A partys failure to insist on compliance or enforcement of any term of this
Agreement shall not affect the validity or enforceability, or constitute a waiver, of future
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enforcement of said term, or any other term of this Agreement by said party or the other
party (as provided in this Agreement).16.
    
    Severability. If any provision of this Agreement is determined by an arbitrator or a
court of competent jurisdiction to be illegal or unenforceable, such provision shall be
automatically reformed and construed so as to be valid, operative and enforceable to the
maximum extent permitted by law or equity while preserving its original intent. The
invalidity of any part of this Agreement shall not render invalid the remainder of this
Agreement.17.
    
    Assignment. Neither party shall have the right to assign its rights or obligations
hereunder without the prior written consent of the other party. Any proposed assignment shall
be deemed null and void.18.
    
    Entire Agreement. This Agreement constitutes the entire agreement between the
parties regarding the subject matter contained herein and supersedes all prior and
contemporaneous undertakings and agreements of the parties, whether written or oral, with
respect to the subject matter herein.19.
    
    Amendment. This Agreement shall not be modified, amended, or otherwise supplemented
except by a writing signed by both parties.20.
    
    Headings. The headings herein are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.21.
    
    Parties Bound. The terms and conditions of this Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective heirs, legal representatives,
successors and assigns.22.
    
    Counterparts. This Agreement may be executed in two or more counterparts, sent by
facsimile or transmitted electronically in either tagged image format (.tif), or portable
document format (.pdf), any of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.23.
    
    Binding Arbitration and Venue. Upon any dispute arising out of or pursuant to this
Agreement, the parties shall first engage in written negotiations to resolve such dispute. In
the event that the parties are unable to resolve such dispute within ten (10) business days
after written notice of same is received, such dispute shall be submitted to binding
arbitration in accordance with the rules of the American Arbitration Association by filing a
demand for arbitration. The venue for such arbitration proceedings shall be: in Lafayette,
Louisiana. After completion of the arbitration and issuance of an award, judgment upon any
award may be entered in any court having jurisdiction thereof. This Section shall not limit
any partys right to obtain any provisional or equitable remedy, including, without
limitation, injunctive relief from any court of competent jurisdiction, as may be necessary in
the sole judgment of such party to protect its rights. The party who does not substantially
prevail in the arbitration shall be liable for the costs of the arbitration and any and all of
the reasonable costs (including, without limitation, reasonable attorneys fees) incurred by
the party who substantially prevails in the arbitration.
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IN WITNESS WHEREOF
 FRANCIS DRILLING FLUIDS, LTD.
a Louisiana CorporationBy:
    /s/ Michael G. FrancisName:  Michael G. FrancisTitle:
    PresidentNYTEX ENERGY HOLDINGS, INC.
a Delaware CorporationBy:
    /s/ Michael GalvisName:
    Michael GalvisTitle:
    President/s/ Jude N. GregoryJUDE N. GREGORY, Employee 10




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EXHIBIT A
 QUARTERLY BONUS
 Employee may receive a quarterly bonus of $5,000 based upon the achievement of certain goals
and objectives of the Company outlined by the Company prior to the start of each fiscal
year. The quarterly bonus, if earned by the Employee, may be paid within 45 days of the
Companys quarter ending.
 ANNUAL BONUS
 In addition, the Employee may receive an annual bonus of $20,000 based upon the achievement
of certain goals and objectives of the Company outlined by the Company prior to the start of
each fiscal year. The annual bonus, if earned by the Employee, may be
paid within 75 days of
the Companys fiscal year end.
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EXHIBIT B
 STOCK COMPENSATION PLAN FOR JUDE N. GREGORY
 Jude N. Gregory will be eligible to participate in a stock compensation plan for key
employees of the Company and his shares of NYTEX common stock will be granted, upon the
attainment of performance or employment benchmarks to be specified, as follows:
 
    
    2010; 50,000 shares of NYTEX common stock upon the execution of the
Agreement by both parties.
    
    November 22, 2011; 75,000 shares of NYTEX common stock.
    
    November 22, 2012; 75,000 shares of NYTEX common stock.
 Any award of restricted stock made to Jude N. Gregory shall be subject to
non-transferability and forfeitability, but shall vest (i.e. become free of such
restrictions) over a (3) three-year period in equal amounts per year.
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EXHIBIT C
 ADDENDUM: POSITION RESULTS DESCRIPTION FOR  VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
 The Company Description of Goals and Key Result Areas.
 
    
    To provide management with current and accurate financial information for the Company on
which to base current and future decisions.
    
    To lead and manage subordinates so as to arrive at the ultimate goal of providing
current and accurate financial information.
 KEY RESULT AREAS (KRA) FINANCIAL WORK:
  1.
    
    Cash management function performed on a daily basis.2.
    
    Yearly expense and capital budgets will be prepared within 30 days of the end
of the Companys fiscal year end.3.
    
    Potential borrowing needs for the fiscal year are communicated to NYTEX Energy
Holdings, Incs CFO at the beginning of each fiscal year.4.
    
    Quarterly budget meetings are held by the 30th of the month
following quarter end.5.
    
    Perform monthly financial statement analysis by the 20th of the
following month.6.
    
    Weekly cash and sales reports are prepared for the president by 2:00pm each
Monday.7.
    
    Monthly Financial Reports are provided to the President & CEO and EVP by the
20th of each month.8.
    
    Quarterly consolidated financial statement and compliance worksheets for bank
are prepared and mailed by the 20th of the month following the end of the
quarter.9.
    
    Meetings with financial institutions are held on an as needed basis.10.
    
    Audit schedules are prepared at end of fiscal year and given to the independent
auditors within 60 days of fiscal year end.11.
    
    Corporate 1120 tax payments and related deposits are made quarterly.12.
    
    Financial arrangements are made with institutions with regards to insurance,
fleet, etc.
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13.
    
    Tax planning is completed within 30 days prior to fiscal year end to determine
bonuses and charitable giving.14.
    
    Weekly check runs are reviewed and approved by Thursday.15.
    
    Checks under $10,000 are countersigned daily.16.
    
    W-2 and 1099 information are reviewed by January 31.17.
    
    Vehicle allowances are completed by December 31.18.
    
    General ledger accounts are analyzed monthly.
 ADMINISTRATION:
  1.
    
    Insurance information is compiled by July 1st and submitted to
agents to provide quotes for the upcoming year. Quotes are evaluated and presented to
President for final approval.2.
    
    Consultations are held with independent auditors with reference to any current
problems.3.
    
    Meetings are held on an as need basis with the President & CEO and EVP.4.
    
    Accounts receivable aging is reviewed monthly and collection calls are made to
slow paying customers.
 DEVELOPMENT:
  1.
    
    Accounting software changes are made to enhance efficiency of employees.2.
    
    Accounting policies and procedures are developed, implemented, and reviewed for
accuracy and effectiveness.
 HUMAN RESOURCES:
  1.
    
    Needs of subordinates are understood and complied with, if possible.2.
    
    Subordinates reviews are completed by the 10th of July each year.
 CUSTOMER SATISFACTION:
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1.
    
    Customer complaints are handled in a timely manner. If complaint exists after
48 hours, President will be notified.
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EXHIBIT D
 TERRITORY OF NON-COMPETITION PROVISIONS OF EMPLOYMENT
AGREEMENT
  A.
    
    Louisiana1.
    
    Acadia2.
    
    Allen3.
    
    Ascension4.
    
    Assumption5.
    
    Avoyelles6.
    
    Beauregard7.
    
    Bienville8.
    
    Bossier9.
    
    Caddo10.
    
    Calcasieu11.
    
    Caldwell12.
    
    Cameron13.
    
    Desoto14.
    
    East Baton Rouge15.
    
    East Feliciana16.
    
    Evangeline17.
    
    Iberia18.
    
    Iberville19.
    
    Jefferson20.
    
    Jefferson Davis21.
    
    Lafayette22.
    
    Lafourche23.
    
    LaSalle24.
    
    Livingston25.
    
    Natchitoches26.
    
    Orleans27.
    
    St. Martin28.
    
    St. Mary29.
    
    St. Tammany30.
    
    Tangipahoa31.
    
    Terrebonne32.
    
    Vermilion33.
    
    Vernon34.
    
    Washington35.
    
    Webster36.
    
    West Baton Rouge37.
    
    West FelicianaA.
    
    Oklahoma1.
    
    Pontotoc County2.
    
    Sequoyah CountyB.
    
    Texas1.
    
    Dallas County2.
    
    Ector County3.
    
    Jim Wells County4.
    
    Liberty County5.
    
    Marion County6.
    
    Victoria County7.
    
    Winkler CountyC.
    
    Wyoming1.
    
    Sweetwater County
 16