10 May 2010


 


Mr. Stephen
Spafford


116 Starboard
Street


San Leon,
TX 77539


 


Dear Steve:


 


On behalf of
E&PCo, LLC I am pleased to confirm the following full-time employment offer as Operational Manager, reporting to Vice President
Osman Kaldirim, Jr. While this role will be located in our Houston office, we believe a large portion of your time will be required
in the field, which is located in NE Caldwell Parish, Louisiana. The following are the highlights of this offer.


 


	Effective Date:	01 July 2010
	 	 
	Annual Base Salary:	$200,000 USD
	 	 
	Bonuses:	You will also be eligible for participation in bonus arrangements based on the boards review of your performance and the performance of the field.
	 	 
	Vacation:	Under the E&PCo
    program, you will receive 15 days.
	 	 
	Group Benefits:	You are eligible for Medical, Dental and Vision Insurance at no cost to you.


 


Steve, we look
forward to our Professional association and have confidence that it will be as rewarding to the company as it will to you. We ask
that in accepting this offer that you confirm that you will be full-time employee of E&PCo and will not have any other employment
or maintain any other business interests without the prior approval from E&PCo. Please let me know if you have any questions.


 


	Sincerely,	 
	 	 
	/s/ Osman Kaldirim, Jr.	 
	Osman Kaldirim, Jr.	 
	Vice President	 


 


	Copy:	Fuad Al-Humoud	 
	 	Dr. Osman Kaldirim	 
	 	Ayedh Al-Hajeri	 


 


	x
             Accepted                                ̈ 
                      Reject
    Offer Because of ______________________________________
	 
	 
	 





	Sianed By:	Stephen
 D. Spafford	 	Dated: 	May
    12, 2010


 


 


	
        2500 Tanglewilde,
        Suite. 492 / Houston Texas, 77063

        Office (713) 978-6551
        Fax (713) 978-6772



 




    	 



    	 



    

 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”), dated the 10th day of May 2010, is made and entered
by and between E & P Co., LLC, a Texas Limited Liability
Company (the “Company”), and Stephen D. Spafford (the “Employee”). Each of the Company and the
Employee may sometimes be referred to herein as a "Party" or, together, the "Parties".


 


The
Company and the Employee hereby agree as follows:


 


		1.	Employment, Positions, and Duties.



 


		a.	The Company agrees to employ the Employee and the Employee agrees to accept employment with the Company
upon the terms and conditions set forth in this Agreement.



 


		b.	During the Term (as hereinafter defined), the Employee will serve in the position of Operation
Manager and will report to Vice President. The Employee will perform such services as are normally delegated to such position and
such other services as may be delegated to him from time to time by Vice President. The Employee further agrees to hold without
additional compensation such additional positions with the Company and its Subsidiaries as may be assigned to him



 


		c.	During the Term, the Employee will serve as a full-time employee of the Company and, except as may
otherwise be approved in advance in writing by Vice President., and except during vacation periods and reasonable periods of absence
due to sickness, personal injury, or other disability, the Employee will devote substantially all of his working time and efforts,
to the best of his ability, experience and talent, to the performance of services, duties and responsibilities in accordance with
this Agreement.



 


		d.	In connection with his employment during the Term, unless otherwise agreed by the Employee, the
Employee will be based at the Company’s principal offices in Houston, Texas and in the field, based on necessity of job priority,
which is located in NE Caldwell Parish, Louisiana. The Employee will undertake normal business travel on behalf of the Company,
the reasonable expenses of which will be paid by the Company pursuant to Section 5.



 


		2.	Term. Employee's employment by the Employer shall be for 12 months and may be renewed for successive
yearly periods by mutual written consent. Either Party may terminate this Agreement and the employment of Employee at any time
and for any, or no, reason, except to the extent of any continuing obligations of Employee pursuant hereto, with a 30 day notice.



 


		3.	Compensation. The Company will pay Employee an annual salary ("Salary") of two hundred
thousand Dollars ($ 200,000.00), less required deductions and withholdings. Salary will be payable at the times and in the manner
consistent with the Company’s general policies regarding compensation of employees.



 




    	 



    	 



    

 


		4.	Employee Benefits.



 


		a.	During the Term, the Company will provide Employee, subject to the terms and conditions of the
applicable plans as they may be amended from time to time, participation in all Company-sponsored employee benefit plans, if any,
in which senior employees of the Company participate, in a manner commensurate with his position and level of responsibility in
the Company. As of the date of this Agreement, the Company has no such plans.



 


		b.	Employee will be entitled to three weeks of vacation per year.



 


		5.	Expenses. The Company will reimburse the Employee for all reasonable and usual travel and other
business expenses that the Employee incurs in the course of the performance of his duties to the Company under this Agreement in
accordance with the Company’s policies and rules relating to the reimbursement of such expenses.



 


		6.	Competitive Activity; Confidentiality; Nonsolicitation.



 


		a.	During the Term and for a period of two year after the Termination Date, the Employee will not engage
in any Competitive Activity.



 


		b.	During the Term, the Company agrees that it will disclose to the Employee its confidential information
(“Confidential Information”) to the extent necessary for the Employee to carry out his obligations to the Company.
The Employee hereby covenants and agrees that he will not during the Term or thereafter disclose to any person not employed by
the Company and, then, only for the purpose of carrying out his and such employee’s obligations to the Company, or use in
any manner, any Confidential Information of the Company. For purposes of this Agreement, the term “Confidential Information”
will include all information of any nature and in any form that is owned, leased, or licensed by the Company, or to which the Company
has rights of use or otherwise, and that is not publicly available (other than by the Employee’s breach of this Section 6
or generally known to persons engaged in businesses similar or related to those of the Company).



 


Confidential
Information will include specifically, without limiting the generality of the foregoing, the Company’ s financial matters,
customers, employees, industry contracts, business plans, project development or work plans and all other information of a confidential
or proprietary nature, including that which is protected by the Uniform Trade Secrets Act. For purposes of this Section 6, the
term “Company” will also include any Affiliate (collectively, the “Restricted Group”).


 


The
foregoing obligations imposed by this Section 6 will not apply (i) during the Term, in the course of the business of and for the
benefit of the Company, (ii) if such Confidential Information has become, through no fault of the Employee, generally known to
the public or (iii) if the Employee is required by law to make disclosure (after giving the Company notice and, to the extent possible,
an opportunity to contest such requirement).


 


The
Employee hereby covenants and agrees that during the Term and for two year thereafter the Employee will not, without the prior
written consent of the Company, on behalf of the Employee or on behalf of any person, firm or company, directly or indirectly,
attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted
Group to give up, or to not commence, employment or a business relationship with the Restricted Group.


 




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		c.	No later than ten days after the Termination Date, the Employee will return to the Company all property
of the Company or its Affiliates then in his possession or under his control and all property made available to him in connection
with his service to the Company, including, without limitation, Company credit cards, any and all records, drawings, manuals, maps,
models, notes, reports, papers, and any other documents kept or made by him in connection with his employment by the Company or
any Affiliate, all computer hardware and software, files, memoranda, correspondence, financial data, keys, and security access
cards.



 


		d.	The Employee and the Company agree that the covenants contained in this Section 6 are reasonable under
the circumstances, and further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable
in any respect, such court will have the right, power, and authority to excise or modify any provision or provisions of such covenants
as to the court appear not reasonable in a manner acceptable to the Parties and to enforce the remainder of the covenants as so
amended.



 


		e.	The Employee acknowledges and agrees that the remedy at law available to the Company for breach of
any of his obligations under this Section 6 would be inadequate and that damages flowing from such a breach may not readily be
susceptible to being measured in monetary terms. Accordingly, the Employee acknowledges, consents, and agrees that, in addition
to any other rights or remedies that the Company may have at law, in equity, or under this Agreement, upon adequate proof of his
violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a
temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.



 


		7.	Successors and Binding Agreement.



 


		a.	This Agreement will be binding upon and inure to the benefit of, and enforceable by, the Company and
any successor to the Company including, without limitation, any persons acquiring directly or indirectly all or substantially all
of the business or assets of the Company whether by purchase, merger, consolidation, reorganization, or otherwise (and such successor
will thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable,
transferable, or delegable by the Company.



 


		b.	This Agreement will inure to the benefit of, and be enforceable by, the Employee and, upon the Employee’s
personal or legal representatives, executors, administrators, successors, heirs, distributes, and legatees. During the Term, this
Agreement will supersede the provisions of any employment or other agreement between the Employee and the Company that relates
to any matter that is also the subject of this Agreement, and such provisions in such other agreements will be null and void.



 


		c.	This Agreement is personal in nature and neither of the parties hereto will, without the consent of
the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections
7(a) and (b). Without limiting the generality or effect of the foregoing, the Employee’s right to receive payments hereunder
will not be assignable or transferable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer
by the Employee’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer
contrary to this



 




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Section
7(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred.


 


		8.	Notices. All notices, requests, demands, claims, and other communications that are required
to be, or which may be, given by either Party (“Notifying Party”) under this Agreement (each, a “Notice”)
shall be in writing addressed to the other Party (“Intended Recipient”), at the relevant Intended Recipient’s
address set forth below. Any Notice shall be (i) delivered in person or by same day or overnight courier, (ii) sent by electronic
facsimile or E-mail transmission, or (iii) mailed, certified first class mail, postage prepaid, return receipt requested, to the
Intended Recipient as follows:



 


	If to Company:	 
	 	 
	Address:	2500 Tanglewilde St. Suite 260
	 	Houston, TX 77063
	Telephone	(713) 978-6551
	Fax:	(713) 978-6772
	E-mail:	okaldirimj@e-pco.com
	 	 
	If to Employee:	 
	 	 
	Address:	116 Starboard St.
	 	San Leon, TX 77539
	Tel:	(713) 447-1862
	Fax:	 
	E-mail:	sdspafford@yahoo.com


 


or
to such other address as the Intended Recipient shall have furnished to the Notifying Party by Notice given in accordance with this
Section. A Notice shall be effective (i) if delivered in person or by courier, upon actual receipt by the Intended Recipient, (ii)
if sent by electronic facsimile or email transmission, when the Notifying Party receives facsimile or email confirmation that such
notice was received at the facsimile number or email address, as the case may be, of the Intended Recipient, or (iii) if mailed,
upon the earlier of five (5) business days after deposit in the mail or the date of delivery as shown by the return receipt therefor.


 


		9.	Governing Law. The validity, interpretation, construction, and performance of this Agreement
will be governed by and construed in accordance with the laws of the State of Texas (without giving effect to the principles of
conflict of laws thereof) and controlling federal law.



 


		10.	Validity. If any provision of this Agreement or the application of any provision hereof to
any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application
of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable
or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.



 




    	4



    	 



    

 


If
any one or more of the provisions of this Agreement are ruled or determined to be unenforceable by a competent authority having
jurisdiction, in whole or in part, for any reason, the remaining provisions shall remain fully operative. In such event, the Parties
shall cooperate in good faith to agree to implement such revisions therein, or amendments thereof, in such manner as shall obviate
such defects and give effect to such determinations while preserving the existing benefit of its bargain for each of the Parties.
Provided, further, however, that the implementation of such rulings or determinations does not adversely i) affect the economic
relationship of any of the Parties or the Company; ii) deprive any of the Parties or the Company of the benefit of its bargain;
or, iii) cause any of the Parties or the Company to incur additional material obligations or liabilities. Such approval or disapproval
by any of the Parties or the Company shall not be withheld, delayed or conditioned unreasonably.


 


		11.	Miscellaneous. No Provision of this Agreement may be modified, waived, or discharged unless
such waiver, modification, or discharge is agreed to in writing signed by the Employee and the Company. No waiver by either Party
hereto at any time of any breach by the other Party hereto or compliance with any condition or provision of this Agreement to be
performed by such other Party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter
hereof have been made by either Party that are not set forth expressly in this Agreement.



 


		12.	Survival. Notwithstanding any provision of this Agreement to the contrary, the Parties’
respective rights and obligations under this Section 12 and Section 6 will survive any termination or expiration of the Term or
the termination of the Employee’s employment for any reason whatsoever.



 


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



 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.





COMPANY:


 


	E & PCo., LLC	 
	By	/s/
    Osman Kaldirim Jr.	 
	 	Name: Osman Kaldirim Jr.	 
	 	Title: Vice President	 
	 	 	 
	EMPLOYEE: 	 
	 	 
	 	/s/ Stephen D. Spafford	 
	 	Name: Stephen D.Spafford	 
	 	Title: Operations Manager	 


 




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