EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into as of the 27th day of January, 2012 (the “Effective
Date”), between Texas Gulf Oil & Gas, Inc., a Nevada corporation (the “Employer”), and Timothy
J. Connolly, an individual who address is 23 No. Post Lane, Suite 440, Houston, Texas 77024 (the “Executive”,
and together with the Employer, the “Parties” and each, a “Party”).


 


RECITALS


 


WHEREAS, the Parties desire
that the Executive shall be employed as the manager of the Employer (the “Chief Executive Officer”); and


 


WHEREAS, coincident with
the execution of this Agreement, Global NuTech, Inc., a Nevada corporation, is entering into a transaction with the Employer whereby
it shall acquire One Hundred percent (100%) of the issued and outstanding capital stock of the Employer, which acquisition includes
all of the business and goodwill of the Employer (the “Acquisition”); and


 


WHEREAS, a condition of
the Acquisition is the execution of an employment agreement between the Parties, pursuant to which the Executive shall provide
his expertise in the Oil and Gas industry to the Employer for the term set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and representations contained herein, and the mutual benefits derived herefrom, the Parties agree as follows:


 


AGREEMENT


 


ARTICLE I


EMPLOYMENT OF EXECUTIVE


 


1.1           DUTIES
AND STATUS.


 


(a)     
     The Employer hereby engages the Executive to serve as its Chief Executive Officer for the
period specified in Section 3.1 below (the “Employment Period”), and the Executive accepts such
employment, on the terms and conditions set forth in this Agreement.


 


(b)  
        The Executive shall serve as Chief Executive Officer and shall perform such
duties and responsibilities appropriate to, consistent with, and commonly associated with, such position (the
“Duties”).


 


(c)  
        Throughout the Employment Period, the Executive shall devote such time as is
mutually deemed to be reasonably necessary for the performance of his Duties.


 


(d)
          During the Employment Period, the Executive shall perform and
discharge faithfully, diligently, in good faith and to the best of the Executive’s ability such Duties.


 






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(e)    
      Except for reasonable business travel mutually agreed upon by the Parties, the Executive
shall be required to perform the Duties provided for in this Section 1.1 only at the principal offices of the Employer
in the Houston, Texas, metropolitan area.


 


1.2           COMPENSATION
AND GENERAL BENEFITS. The Executive shall be compensated as follows:


 


(a) 
         Beginning effective February 1, 2012, the Executive shall be
compensated on a monthly basis with the greater of: (i) seven and one-half percent (7.5%) of the Employer’s (x)
net revenues from hydrocarbons produced, saved, and marketed from any well or lease (after satisfaction of all other
royalties, overriding royalties, nonparticipating royalties, net profits interests, or other similar burdens on or measured
by production of hydrocarbons) (the “Net Revenue Interest”) and (y) all other revenues of
Employer whether generated within or outside of the United States, or (ii) US$6,500.00 (the “Base
Compensation”). To secure Executive's right to payment, the Net Revenue Interest of Executive shall be recorded of
record, in his name, for each well acquired during his term as Chief Executive Officer. Any compensation payable to the
Executive shall be paid by the fifteenth (15th) day of the month following the month that such compensation was
earned or accrued. Notwithstanding the foregoing, such payment of compensation shall be made simultaneously with, and shall
not be made after, the payment of any other of the Employer’s royalty payments on revenues from hydrocarbons produced,
saved, and marked from any well or lease. All payments to the Executive shall be subject to applicable withholding and
payroll taxes.


 


(b)     
     Throughout the Employment Period, the Executive shall be entitled to participate in any and all
employee benefits, plans, programs or arrangements which may be implemented by the Employer from time to time and available
to similarly-situated employees of the Employer (collectively the “Plans”).


 


(c)      
    Other Benefits. The Employer shall also provide to the Executive, as mutually determined by
the Parties: (i) corporate credit cards for the Executive’s use with respect to gasoline and other approved business
expenses, (ii) a vehicle for business and personal use, (iii) a mobile phone and suitable service package thereto, (iv) a
portable or notebook personal computer, and (v) four (4) weeks’ vacation time.


 


1.3           BONUS.
The Employer shall award the Executive an annual bonus if the Executive meets or exceeds certain goals, which goals shall be established
by mutual agreement of the Employer’s board of directors and conveyed to the Executive.


 


1.4           FIELD
MANAGEMENT. Subject to the appointment, oversight and direction of the Chief Executive Officer, the Employer shall employ
a “Field Manager” who shall be in charge of all field operations. After the completion of the initial year of
the operations of the Employer, the Field Manager shall be compensated in an amount equal to ten percent (10%) of all of the Employer's
net profits, subject to the Field Manager's satisfaction of certain performance goals which shall be established by the Employer.
Once these goals are met, the Field Manager shall be fully vested in this profits interest. The initial Field Manager shall be
Damon Wagley, and he shall also be appointed as President of the Employer.


 






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1.5           GUARANTEE
OF PAYMENTS DUE EXECUTIVE. All payments due Executive by Employer under this Agreement are hereby guaranteed by its parent
company, Global NuTech, Inc., a Nevada corporation, and International Plant Services, L.L.C., another subsidiary of Global NuTech,
Inc., as evidenced by their execution of this Agreement.


 


ARTICLE II


COMPETITION AND CONFIDENTIAL INFORMATION


 


2.1           COMPETITION
AND CONFIDENTIAL INFORMATION. The Executive has had access to and has acquired, will have access to and will acquire, and has
assisted in and may assist in developing confidential and proprietary information relating to the business and operations of the
Employer and its affiliates, including but not limited to information with respect to present and prospective business plans, financing
arrangements, marketing plans, customer and supplier lists, contracts and proposals.


 


The Executive acknowledges
that such information has been and will continue to be of central importance to the business of the Employer and its affiliates
and that its disclosure or use by others could cause substantial loss to the Employer and its affiliates.  The Executive
and the Employer also recognize that an important part of the Executive’s duties have been, and will continue to be, to develop
goodwill for the Employer and its affiliates through his personal contact with vendors, customers, subcontractors, and others sharing
business relationships with the Employer and its affiliates, and that there is a danger that this goodwill, a proprietary asset
of the Employer and its affiliates, may follow the Executive if and when his employment relationship with the Employer ends.


 


The Executive accordingly
agrees that without Employer’s written consent, during the Employment Period, the Executive will not, either individually
or as owner, partner, agent, employee, consultant, or in any other capacity, engage in any activity competitive with the Employer
or any of its affiliates and will not on his own behalf, or on behalf of any third party, directly or indirectly hire, discuss
employment with, or recommend to any third party the employment of any employee of the Employer, or any of its affiliates, who
was employed by the Employer or an affiliate on the Effective Date, without regard to whether that employee’s employment
with the Employer has subsequently ceased for any reason.


 


Nothing in this Article
II shall be construed to prevent the Executive from owning, as an investment, not more than Ten percent (10%) of a class of
equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.


 


2.2           NON-DISCLOSURE.  At
all times after the Effective Date, the Executive will keep confidential any confidential or proprietary information of the Employer
and its affiliates which is now known to him or which hereafter may become known to him as a result of his employment or association
with the Employer and shall not at any time directly or indirectly disclose any such information to any person, firm or employer,
or use the same in any way other than in connection with the business of the Employer and its affiliates, or pursuant to any duly
issued court order or subpoena. For purposes of this Agreement, “confidential or proprietary information” means information
unique to the Employer and its affiliates which has a significant business purpose and is not known or generally available from
sources outside the Employer and its affiliates.  


 






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ARTICLE III


EMPLOYMENT PERIOD


 


3.1           DURATION.
The term of this Agreement shall commence on the Effective Date and shall terminate on the third (3rd) anniversary thereof,
but shall automatically be renewed thereafter on an annual basis unless notice of termination is provided by Employer to the Executive
six (6) months prior to the end of the current term of this Agreement. The “Employment Period” shall be contemporaneous
with the term of this Agreement, unless terminated early in conformity with Section 3.2 below.


 


3.2           EARLY
EMPLOYMENT TERMINATION.  The Employment Period shall be terminated prior to the end of this Agreement for any of
the following reasons or upon the occurrence of any of the following events:


 


(a)     
     Discharge of the Executive for cause; or


 


(b)      
    Death of the Executive; or


 


(c)      
    Total disability of the Executive (as defined in Section 3.4(b) below); or


 


(d)      
    Voluntary resignation of the Executive.


 


3.3           COMPENSATION
AND/OR BENEFITS FOLLOWING EARLY EMPLOYMENT TERMINATION.


 


(a)      
    In the event of an early termination of the Employment Period due to the Employer’s termination
of the Executive’s employment, for any reason (i) his right to receive the Base Compensation shall terminate as of the
effective date of such early termination, but (ii) in consideration of his prior efforts, he shall continue to receive the
Net Revenue Interest on a monthly basis, with the calculation of such payment limited to the revenues generated from
hydrocarbon prospects that were owned, established and/or operated during the Executive's term as Chief Executive Officer,
with such Net Revenue Interest to be paid to the Executive or, in the event of his death, to his Estate.


 


(b)      
    In the event of an early termination of the Employment Period, the Employer shall pay to the
Executive all accrued but unpaid vacation pay, bonuses or other compensation earned by the Executive prior to the date of
termination.


 


3.4           DEFINITIONS.  The
following words shall have the specified meanings when used in the Sections specified:


 






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(a)      
    As used in Section 3.2(a), above, the term “cause” means (i) willful and
continued non-performance of his job responsibilities, after the Executive has been provided written notice of such
non-performance and a reasonable time period, not less than three (3) months, has passed without substantial correction of
such non-performance, (ii) the Executive’s conviction for a felony, (iii) proven or admitted fraud, misappropriation,
theft or embezzlement by the Executive, (iv) the Executive’s inebriation or use of illegal drugs in the course of,
related to or connected with the business of the Employer, (v) the Executive’s willful engaging in misconduct that is
materially injurious to the Employer or its affiliates, monetarily or otherwise, or (vi) the breach by the Executive of his
obligations under Sections 2.1 or 2.2 above.


 


(b)        
  As used in Sections 3.2(c) above, the term “total disability” means a physical or
mental condition which causes the Executive to be unable to perform substantially all of the duties of his position hereunder
for an aggregate of six (6) months in any twelve-month period as reasonably determined by the Employer.


 


ARTICLE IV


NOTICES


 


Any notices requests, demands
and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified
mail to the Executive at the last address he has filed in writing with the Employer or, in the case of the Employer, at its principal
offices.


 


ARTICLE V


MISCELLANEOUS


 


5.1           ENTIRE
AGREEMENT.  This Agreement constitutes the entire understanding of the Executive and the Employer with respect to
the subject matter hereof, and supersedes any and all prior understandings on the subjects contained herein, written or oral.


 


5.2           MODIFICATION.
This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended, nor any provision hereof waived,
except by mutual agreement of the Parties in a written instrument executed by the Parties or their legal representatives.  Nothing
in this Agreement shall affect the Employer’s and its affiliates’ rights to amend or terminate any of its employee
benefit plans, as permitted under applicable law and the respective terms of such plans.


 


5.3           SEVERABILITY.
In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect, provided, that
if the unenforceability of any provision is because of the breadth of its scope, the duration of such provision or the geographical
area covered thereby, the Parties agree that such provision shall be amended, as determined by the court, so as to reduce the breadth
of the scope or the duration and/or geographical area of such provision such that, in its reduced form, said provision shall then
be enforceable.


 






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5.4           GOVERNING
LAW. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Texas, without
regard to any otherwise applicable principles of conflicts of laws.


 


5.5           DISPUTE
RESOLUTION; NO LITIGATION.  Disputes arising out of or relating to the interpretation or performance of this Agreement
shall first be resolved through friendly consultations.  If such dispute cannot be resolved within thirty (30) calendar
days after the commencement of consultation (or any extension thereof mutually agreed to by the Parties), either Party may submit
the dispute to mediation by a mutually acceptable mediator to be chosen by Employer and the Executive within twenty (20) calendar
days after written notice by either Employer or the Executive demanding mediation.  Neither Employer nor Executive may
unreasonably withhold consent to the selection of the mediator.  Each Party shall bear its own costs of mediation, but
Employer and Executive will share the costs of the mediator equally.  The mediation shall take place in Houston, Texas.
In the event that mediation fails, all disputes shall be settled by binding arbitration to be held in Houston, Texas, within sixty
(60) days of the failure of mediation, in accordance with the Commercial Arbitration Rules of the American Arbitration Association
then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The
arbitrator may grant injunctions or other relief in such dispute or controversy.  The costs and expenses of such arbitration
shall be allocated as determined by the arbitrator, and the arbitrator is authorized to award attorney fees to the prevailing Party.
Such arbitration shall be conducted by a panel of one (1) arbitrator, who shall be mutually approved by the Parties. In the event
that the Parties cannot mutually agree upon an arbitrator, the arbitrator shall be selected pursuant to the applicable rules of
the American Arbitration Association. Disputes arising out of this Agreement shall not be the subject of litigation.


 


** signature page follows **


 






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IN WITNESS WHEREOF, the Parties have executed
and delivered this Agreement on the date first above written.


 





	 	EMPLOYER:
	 	 
	 	TEXAS GULF OIL & GAS, INC.
	 	 
	 	By: 	/s/ Timothy J. Connolly
	 	Name:
	 	Its: Chief Executive Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Timothy J. Connolly 
	 	Name: Timothy J. Connolly







 


The undersigned agrees to the terms of this
Agreement, particularly those under Section 1.5., “Guarantee of Payments Due Executive”, and to be bound thereby.


 


	 	GLOBAL NUTECH, INC.
	 	 
	 	By: 	/s/ David Mathews
	 	Name: David Mathews
	 	Its: Chief Executive Officer
	 	 
	 	INTERNATIONAL PLANT SERVICES, L.L.C.
	 	 
	 	By:	/s/ Craig Crawford
	 	Name:  Craig Crawford
	 	Its:  President


 






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