EXHIBIT 10.1**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(this “Agreement”); effective as of December 1,1999, by and between TBX Resources, Inc., a Texas corporation (the “Company”), withoffices at 12300 Ford Road, Suite 194, Dallas, Texas, 75234 and Timothy Burroughs,(“Burroughs”), who resides at 9519 Windy Hollow, Valley Ranch, Texas 75063.**RECITALS**     **WHEREAS,**the Company is engaged in the business of exploring for, producing, and selling oiland gas (the “Business”), with its principal Executive office in Dallas, Texas. For purposes ofthis Agreement, the term “Company” shall include the Company, its subsidiaries, affiliates, andassignees and any successors in interest of the Company and its subsidiaries and/or affiliates;     **WHEREAS,**the Company desires to employ Burroughs and Burroughs desires to be employed by theCompany, on the terms set forth herein;     **NOW, THEREFORE,**in consideration of the foregoing, the mutual covenants contained herein, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     1. Employment.     1.1 Engagement of Employee. The Company agrees to employ Burroughs andBurroughs agrees to accept employment as President of the Company, all in accordancewith the terms and conditions of this Agreement.     1.2 Duties and Powers.     a. During the Employment Period (as defined herein), Burroughsshall serve as President of the Company, reporting directly to the Boardof Directors of the Company (the “Board”), and will have suchresponsibilities, duties and authorities, and will render such servicesof an administrative character, or act in such other capacity for theCompany as the Company’s Board of Directors (the “Board”) shall fromtime to time direct. Burroughs shall devote his best efforts, energiesand abilities and his full business time, skill and attention (exceptfor permitted vacation periods and reasonable periods of illness orother incapacity) to the Business and affairs of the Company.     b. Burroughs acknowledges that his duties and responsibilitieswill require his full-time business efforts and agrees that during heEmployment Period, he will not engage in any other business activity orhave any business pursuits or interests which interfere or conflict withthe performance of his duties hereunder or which compete with theCompany.     1.3 Employment Period. Burroughs’ employment under this Agreement shallbegin on the date hereof and shall continue through and until the third anniversary ofthe date hereof (the “Initial Period”) unless extended as provided in this Section 1.3or terminated as provided in Section 1.4. The

 
Company may renew this Agreement for additional one (1) year periods (the“Renewal Periods”) on terms that are mutually acceptable to Burroughs and the Companyat least ninety (90) days prior to the expiration of the Initial Period or any RenewalPeriod. The Initial Period and the Renewal Period are collectively referred to hereinas the “Employment Period.” Notwithstanding anything to the contrary containedherein, the Employment Period is subject to termination pursuant to Section 1.4 andSection 1.5 below.     1.4 Termination. The Company has the right to terminate Burroughs’employment hereunder, by notice to Burroughs in writing at any time (i) for “Cause,”(ii) without Cause for any or no reason, and (iii) due to the Disability of Burroughs.Any such termination shall be effective upon the date of service of such noticepursuant to Section 15. In addition, this Agreement shall terminate automaticallyupon Burroughs’ death.     “Cause”, as used herein, means the occurrence of any of the following events:     a. the failure of Burroughs to perform his duties or complywith reasonable directions of the Board;     b. the determination by the Board in the exercise of itsreasonable judgment that Burroughs has committed an act or actsconstituting (i) a felony or other crime involving moral turpitude,dishonesty or theft (ii) dishonesty or breach of duty with respect tothe Company; or (iii) fraud;     c. the determination by the Board in the exercise of itsreasonable judgment that Burroughs has committed an act that (i)negatively affects the Company’s business or reputation (including itsrelationships with its customers, suppliers, or employees), or (ii)indicates alcohol or drug abuse by Burroughs that adversely affects hisperformance hereunder;     d. a material breach by Burroughs of any of the terms andconditions of the Agreement; or     e. Burroughs’ gross negligence in performance of his dutieshereunder.     Burroughs shall be deemed to have a “Disability” for purposes of this Agreement if he shall beunable, by reason of illness or physical or mental incapacity or disability to perform his dutieshereunder, with or without reasonable accommodation by the Company, in substantially the manner andto the extent required hereunder prior to the commencement of such Disability for a total period ofninety (90) days in any one hundred eighty (180) day period.     2. Compensation and Benefits     2.1 Base Compensation. During the Employment Period, the Company willpay Burroughs a base salary at a rate of $150,000 per annum (the “Base Salary”). TheBoard shall perform an annual review of Burroughs’ Base Salary based on Burroughs’performance of his duties and the Company’s other compensation policies.     2.2 Bonuses. During the Employment Period, Burroughs shall be eligiblefor bonuses of up to 10% of the transaction each time the Company completes a majoracquisition, funding, or financing. Any bonus shall be payable in TBX Common Stock orcash, at the discretion of Burroughs.     2.3 Options. At the inception of the Employment Period, Burroughs shallreceive stock options good for five years from the date of issuance to purchase up to500,000 shares of the Company’s

 
common stock a year at a price which shall not be greater than 50% of the averagebid price for the shares during the previous quarter exercised.     2.4 Benefits. In addition to the Base Salary, Burroughs will beentitled to the following benefits during the Employment Period if offered by theCompany, unless otherwise altered by the Board with respect to all Executives of theCompany:     a. hospitalization, disability, life and health insurance, to theextent offered by the Company, and in amounts consistent with Companypolicy, for all key management employees, as reasonably determined bythe Board;     b. up to two (2) weeks paid vacation each year with salary,consistent with Company policy for all senior employees and providedthat unused vacation time shall not be carried over to subsequent years;     c. reimbursement for reasonable, ordinary and necessaryout-of-pocket expenses incurred by Burroughs in the performance of hisduties, subject to the Company’s policies in effect from time to timewith respect to travel, entertainment and other expenses, including,without limitation, requirements with respect to reporting anddocumentation of such expenses;     d. a $500 a month car allowance;     e. other benefit arrangements, including a 401(k) or similar taxdeferral plan, to the extent made generally available by the Company toits Executives and key management employees.     2.5 Compensation After Termination.     a. If the Employment Period is terminated (i) by the Company forCause or due to the death or Disability of Burroughs, (ii) by Burroughsor (iii) through expiration of the Employment Period, then the Companyshall have no further obligations hereunder or otherwise with respect toBurroughs’ employment from and after the termination or expiration date(except payment of Burroughs’ Base Salary accrued through the date oftermination or expiration and the Company shall continue to have allother rights available hereunder (including, without limitation, allrights under Section 3 hereof at law or in equity).     b. If the Employment Period is terminated by the Company withoutCause, Burroughs shall be entitled to receive the payment of the BaseSalary through the remainder of the Initial Period or, at the option ofthe Company, in lieu of such Base Salary a lump sum payment otherpayments in a mutually agreeable amount. The Company shall have noother obligations hereunder or otherwise with respect to Burroughs’employment from and after the termination of his employment orexpiration of this Agreement, and the Company shall continue to have allrights available hereunder (including, without limitation, all rightsunder Sections 3, 4, 5 and 6 hereof, at law or in equity).     2.6. Profit Sharing, Pension and Salary Deferral Benefits. It isunderstood by the parties to this Agreement that, during the Employment Period,Burroughs shall be entitled to participate in or accrue benefits under any pension,salary deferral or profit sharing plan now existing or hereafter created for employeesof the Company upon terms and conditions equivalent to those which the Company mayprovide for other senior Executive employees. The termination of this Agreement shallnot result in

 
forfeiting vested benefits such as pension or 401(k) plan benefits that havevested in Burroughs as of the date of termination.     3. Covenant Not to Compete.     3.1 Burroughs’ Acknowledgment. Burroughs agrees and acknowledges that inorder to assure the Company that it will retain its value as a going concern, it isnecessary that Burroughs undertake not to utilize his knowledge of the Business andhis relationships with customers and suppliers to compete with the Company. Burroughsfurther acknowledges that:     a. the Company is and will be engaged in the Business;     b. Burroughs occupies a position of trust and confidence withthe Company and, during employment under this Agreement, Burroughs willbe familiar with the Company’s trade secrets and with other proprietaryand confidential information concerning the Company;     c. the agreements and covenants contained in this Section 3 areessential to protect the Company and the goodwill of the Business; and     d. Burroughs’ employment with the Company has special, unique andextraordinary value to the Company and the Company would be irreparablydamaged if Burroughs were to provide services to any person or entity inviolation of the provisions of this Agreement.     3.2 Competitive Activities. The following term has the following meaningfor the purposes of this Section 3.2:     “Restricted Period” means the longer of: (i) the period during which Burroughs isemployed by the Company, or (ii) the period of twelve (12) months from and after thedate hereof.     Burroughs hereby agrees that during the Restricted Period he will not, directlyor indirectly, as employee, agent, consultant, stockholder, director, co-partner or inany other individual or representative capacity act as a competitor to the Company.If in Burroughs sole discretion he believes a proposed activity could be construed ascompetitive he will obtain a written waiver of said activity from the Companyspecifying that the activity contemplated is non-competitive.     3.3 Solicitation of Employees. Without limited the generality of theprovisions of Section 3.2 above, Burroughs hereby agrees that during the RestrictedPeriod he will not (except on behalf of the Company), directly or indirectly, solicitor participate as employee, agent, consultant, stockholder, director, partner or inany other individual or representative capacity in any business which solicits,business from any person, firm, corporation or other entity which is or was a customeror supplier of the Company during the term of this Agreement.     4. Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich shall be deemed an original, but all of which taken together shall constitute one the sameAgreement.     5. Descriptive Headings; Interpretation. The descriptive headings in this Agreementare inserted for convenience of reference only, and are not intended to be part of or to affect themeaning or interpretation of this Agreement. The use of the word “including” in this Agreementshall be by way of example rather than by limitation.     6. Notices. All notices, demands or other communications to be given or deliveredunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed tohave been duly given if (i) delivered personally to

 
the recipient, (ii) sent to the recipient by reputable express courtier service (charges prepaid)or mailed to the recipient by certified or registered mail, return receipt requested and postageprepaid, or (iii) transmitted by telecopy to the recipient with a confirmation copy to follow thenext day to be delivered by overnight carrier. Such notices, demands and other communicationsshall be sent to these addresses indicated below:     If to Burroughs:Timothy Burroughs