Exhibit 10.5

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT, made and entered into as of this           day
of          ,  2004  ("Effective  Date"),  by  and  between  Gulfport  Energy
Corporation,  an Oklahoma limited liability company, with address of 14313 North
May  Avenue,  Suite  100,  Oklahoma  City, Oklahoma 73134 ("Employer"), and Mike
Liddell,  an  individual  residing  at 18824 Otter Creek Drive, Edmond, Oklahoma
73003  ("Employee").

                                   WITNESSETH:

     WHEREAS,  Employer is engaged in providing management services to companies
engaged  in  the exploration and development of crude oil and natural gas fields
and  in  the gathering, processing, transportation and marketing of hydrocarbons
and  in secondary recovery activities and other related or unrelated ventures as
from  time  to  time  become  available.

     WHEREAS, Employee is and has been for some time the Chief Executive Officer
of  various  exploration  and production companies, and is highly experienced in
the  management  and  conducting  of  the business of the Employer.  Employer is
desirous of entering into an agreement with Employee, whereby said employee will
continue  to be employed by Employer in order to serve on an ongoing basis, upon
the  terms  and  conditions  hereinafter  provided;  and

     WHEREAS,  Employee  is willing to enter into this Employment Agreement with
Employer  to render services to Employer, in consideration of the payments to be
made  to him by Employer, and certain other additional and valuable benefits and
inducements  to  be  granted  to him by Employer as hereinafter set forth and in
accordance  with  the  conditions  hereinafter  provided.

     NOW,  THEREFORE, for and in consideration of the conditions herein below to
be  performed on the part of the respective parties hereto, and in consideration
of  the  mutual  covenants  and  agreements  hereinafter set forth, it is hereby
jointly  and  severally  agreed by and between Employer and Employee as follows,
to-wit:

1.     EMPLOYMENT.  Employer  hereby employs Employee to render the services and
perform  the  duties  described  below  for Employer and Employee hereby accepts
employment  with  Employer, upon the terms and conditions hereinafter set forth.

2.     TERM  OF  EMPLOYMENT.  Subject  to  the  provisions   on  termination  of
employment in Paragraph 8 herein, the term of the employment provided for herein
of  Employee  by  Employer shall be for a period of five (5) years, beginning on
the  Effective  Date  of this Agreement and ending on the date which is the last
day  prior to the fifth (5th) anniversary of the Effective Date.  Subject to the
provisions  on  termination  of employment as provided for in Paragraph 8 below,
this  Agreement  shall  be automatically renewed for successive terms of one (1)


                                        1
<PAGE>

year  each,  on  the  date  which  is  the  fifth  (5th) anniversary date of the
Effective  Date  of this Agreement, and on the anniversary date of the Effective
Date of this Agreement in each ensuing year thereafter, unless within sixty (60)
days prior to such renewal date, either party to this Agreement shall notify the
other  party  hereto  in writing, that said Agreement shall terminate and end at
the  close  of  the  then  current  employment  term.

3.     DUTIES.  Employee  shall  devote  all of his business time exclusively to
the Employer's business and shall render services to the Employer to the best of
his  ability  for  and  on behalf of companies receiving services from Employer.
The  Employee  shall  comply  with  all  laws,  statutes,  ordinances, rules and
regulations relating to the performances of services for the Employer under this
Agreement.  During  the  term  of  this Agreement, Employee shall serve as Chief
Executive  Officer  of  companies  receiving  service from Employer, and in that
capacity  shall,  subject  to  the  control  of  the Members of those companies,
generally  supervise, plan and direct the business and affairs and shall, in the
absence  of  the  Chairman  of  the  Board  of Directors, or in the event of his
inability or refusal to act, preside at all meetings of the shareholders of such
companies  and  of  the  Members  of  such  companies.  During  the term of this
Agreement,  the Employee shall not, at any time or place, directly or indirectly
engage  in  the  same  business  in  which the Employer is engaged for any other
person  or entity to any extent whatsoever, other than to the extent required by
the  terms  and  conditions  of  this  Agreement.

4.     COMPENSATION.
       -------------

     a.     During  the  term  of  this Agreement, the Employee shall be paid an
annual  base  salary  by  Employer  for  the  services  rendered  to Employer by
Employee, as prescribed above, in the amount of TWO HUNDRED TWENTY THOUSAND FOUR
HUNDRED AND NO/100 DOLLARS ($220,400.00) per year.  This salary shall be payable
to  Employee  in  twelve  (12)  monthly  installments of EIGHTEEN THOUSAND THREE
HUNDRED SIXTY-SIX AND 67/100 ($ 18,366.67) per month for each month during which
services are rendered by Employee to Employer during the term of this Agreement.
The  base  salary of TWO HUNDRED TWENTY THOUSAND FOUR HUNDRED AND NO/100 DOLLARS
($220,400.00)  to  be  paid by Employer to Employee each year during the term of
this Agreement shall be increased annually in an amount equal to any increase in
the  cost of living as determined in accordance with the formula set forth below
in  this  subparagraph  a.

     (i)     As  promptly  as  practicable  at  the  end of each year during the
original  or  extended  term  of  this  Agreement,  Employer  shall  compute the
increase,  if any, in the cost of living, using as the basis of such computation
the  "Consumer  Price Index- Urban Wage Earners (1967 = 100)," (the "Index"), as
published  by  the Bureau of Labor Statistics of the United States Department of
Labor.

     (ii)     The  Index  number  in  the  column  for  Oklahoma  City, Oklahoma
entitled  "all  items"  for  the month which includes the Effective Date of this
Agreement,  shall  be  the Base Index Number ("BIN") and the corresponding Index


                                        2
<PAGE>

number  for  the  month preceding the anniversary month of the Effective Date of
this  Agreement  for  each  year  during  the initial term hereof or any renewal
thereof,  shall  be  the  Current  Index  Number  ("CIN").

(iii)     The  increase  in  the  cost  of  living  on  each anniversary of this
Agreement  shall  be  determined by dividing the CIN by the BIN, and subtracting
the  integer  1  from  the  quotient,  in accordance with the following formula:

                   Increase to cost of living = (CIN/BIN) - 1

     (iv)     the  percentage  of  increase in the cost of living, determined in
the  foregoing  manner, shall then be multiplied by the current base salary, the
product  of  which  shall  be  the  amount  of  annual  increase, if any, in the
Employee's  base  salary  to  be determined by this subparagraph.  The amount so
determined  shall  be  added  to  the  amount of the current salary and shall be
payable  to  Employee in twelve (12) equal installments during the ensuing year.
This calculation of adjustment to base salary shall be made for each year during
the  term  of  this  Agreement  or  any  renewal  term  thereof.

     (v)      Appropriate adjustments shall be promptly  made in case there is a
published amendment of the Index figures upon which the foregoing computation is
based.  Any  portion  of  the  increase retroactively due as a result of such an
adjustment  shall  be  payable within five (5) days after the computation of the
adjustment  has  been  made  hereunder.

     (vi)     If publication of the Consumer Price Index is discontinued for any
reason, the Employer and Employee shall accept comparable statistics on the cost
of  living for the City of Oklahoma City, Oklahoma, as computed and published by
an  agency  of  the  United  States  of  America,  or by a responsible financial
periodical of recognized authority to be mutually selected, at such time, by the
Employer  and  the  Employee.


     b.     Employer shall pay Employee the amount determined in subparagraph a,
above, as adjusted each year for increases in the Index as set forth above, on a
monthly  basis  on  the  first  day  of  each  month,  subject  to normal salary
deductions  for the amount so owing, including, but not limited to, those Social
Security, Medicare, Federal and state income withholding taxes.  Employee's base
salary  may  be  increased  in  the future, other than the annual adjustment for
increases  in the Index as set forth in subparagraph a above, from time to time,
by the action of Employer's Members, based upon Employee's performance and other
relevant  factors  and  Employer's Members will review Employee's salary for the
purposes  of determining any appropriate increase in the base salary of Employee
at  least  annually.  In  addition,  Employer  may from time to time, enter into
supplemental  agreements or memoranda in writing with Employee for the award and
payment  to  him  of  additional  compensation  or  bonuses  upon such terms and


                                        3
<PAGE>

conditions  as  Employer shall deem to be in its best interest and, in the event
of  the  execution by Employer of any such agreement or memorandum, the right of
Employee to additional compensation or bonuses shall be determined in accordance
with the applicable provisions thereof.  In the absence of any such supplemental
agreements  or memoranda, Employer shall not be obligated to pay to Employee any
additional  compensation  or  bonus  whatsoever, irrespective of the payments of
additional  compensation or bonus to Employee in any past or succeeding year, or
the  payment  of additional compensation or bonus to other employees of Employer
at  the  end  of  the  year,  but may do so in the sole discretion of Employer's
Members,  and  the  determination of Employer's Members, in the exercise of such
discretion,  with  respect  to  the  payment   and  amount   of  any  additional
compensation  or  bonus  to  Employee  for  any fiscal year of Employer if made,
shall  be  final  and  conclusive.

5.     ADDITIONAL  EMPLOYEE BENEFITS.  In addition to the annual base salary, as
adjusted,  provided  above, Employer agrees to provide to Employee, or reimburse
Employee  for,  the  following  additional  benefits  and  expenses:

     a.     Employer,  as  an additional inducement to Employee to enter herein,
agrees  to  procure  and  pay  on  the Effective Date of this Agreement the full
amount  of the premiums on a five (5) year level term life insurance policy with
a  face  value  of  TWO MILLION AND NO/100 DOLLARS ($ 2,000,000.00) insuring the
life  of  the Employee, to be obtained by Employee from a life insurance company
of  his  choosing,  and  to  contain  such  terms and conditions as Employee may
select,  in his sole and absolute discretion.  The five (5) year level term life
insurance  policy so obtained pursuant to this subparagraph 6a shall be owned by
Employee  or his assignee, and Employee, or the assignee of said Employee, shall
have  the  sole  and  exclusive  right  to  designate the primary and contingent
beneficiaries  of  the  proceeds  of  said  policy.

     b.     During  the  term  of  this  Agreement,  Employer  shall furnish and
provide  to  Employee,  at  its  sole  cost and expense, the following described
benefits,  upon  the same basis that Employer accords these same benefits to its
other  executive  employees.  In  the event Employer does not provide any of the
following  benefits  to  its  executive  employees,  it shall not be required to
initiate  a  program  solely  to provide such benefits to Employee.  However, if
Employer  should  at  any  time  in  the  future  provide  such  benefits to its
employees,  any  such  benefits shall also be provided to Employee upon the same
basis  that  it  is provided to such other employees of Employer, whether or not
such  benefit  is  listed  below:

     (i)     Hospitalization,  Dental,  Accident  and  Major  Medical  Insurance
Benefits  to  Employee  and  all  members  of  Employee's immediate family.  The
opportunity  to  participate  in  any  group  life  insurance program on a basis
comparable  to  the participation provided under any plans of such kind to other
executive  officers of Employer.  In any case, Employer will be expected to make
contributions toward the cost of such plans for Employee at the same rate and in
the  same  manner  as  it  makes  for  its  other  employees  of like status who
participate  therein.

                                        4
<PAGE>


     (ii)    The right and opportunity to participate in and become vested under
and  pursuant  to  the  401(k)  pension  and  profit  sharing plan maintained by
Employer  or  any  other  qualified  pension  and profit sharing plans hereafter
maintained by Employer upon the same basis accorded to other full-time employees
of  Employer. The right to participate in the incentive bonus plan maintained by
Employer on the same basis provided to other full-time employee of the Employer.
In  addition,  Employer  shall provide to Employee such other fringe benefits as
may  be  provided  by  Employer  to  its  executives, or its other employees, in
accordance  with  the  policies  heretofore  or  hereafter  adopted by Employer;
provided,  however, Employee will not be eligible to participate in the Employee
Incentive Compensation Pool maintained by Employer for certain of its employees.

     c.     In addition to the compensation above set forth, Employee shall also
be  entitled  to reimbursement by Employer for his actual out-of-pocket expenses
incurred  in  the  conduct  of  Employer's  business,  which shall be limited to
ordinary  and  necessary  items  and  such  other  valid  expenditures as may be
determined  to be appropriate expenditures on behalf of Employer by its Members,
from  time  to time.  The reimbursement of said expenses and the amounts and the
extent  to  which  they  shall  be reimbursed shall be decided on a case-by-case
basis  by  the  Members  of  Employer, as the case may be; provided however, the
Members  of Employer may, at any time, and from time to time, establish a policy
or  policies for allowing certain amounts for reimbursements of certain types of
specified  business  expenses,  incurred  by Employee.  Employee shall, in every
instance,  wherever practical, support any claims for reimbursement for expenses
by  adequate proof of such expenditure in the form of canceled checks, vouchers,
bills,  or  in  any  other  forms  satisfactory  to  the  Members  of  Employer.

     d.     Employee  shall  be  entitled  to  such period of vacation as may be
permitted  by  the  Members  of  Employer  on  a case-by-case basis, in its sole
discretion, or pursuant to any policy established by the Members of the Employer
for  the  benefit of its executive employees, from time to time, with pay during
any  one  (1)  year of the term of this Agreement.  Employee agrees that he will
take  vacation  days  only  at such times that will not unduly interfere with or
hamper  the  operation  of  Employer's  business.

6.     DISABILITY.
       -----------

     a.     For  purposes  of this Agreement, the Employee shall be deemed to be
"disabled"  or have a "disability" if the Employee shall have an illness, injury
or  other physical or mental condition which results in the Employee's inability
to  perform substantially the duties he performed in his employment capacity for
Employer  under  this  Agreement  to  the  extent  he was performing such duties
immediately  prior  to  the  commencement  of  such  condition.

     b.     If the Employee shall be disabled for not more than ninety (90) days
during  any  twelve  (12)  month  period of the term of this Agreement, then the

                                        5
<PAGE>

Employee,  during  the  continuance of such disability, shall remain employed by
the  Employer  hereunder,  shall  continue  to receive his base salary and other
compensation pursuant to this Agreement and otherwise shall continue to have all
of  the  rights  and  be  subject to all of the Employee's obligation and duties
under  this  Agreement  other than the obligation and duty to render services to
Employer  otherwise  in accordance with this Agreement during the period of such
disability.

     c.     If  the  Employee  shall  be disabled for more than ninety (90) days
during  any  twelve (12) month period during the term of this Agreement, but not
more  than  one  hundred  twenty (120) days during any twelve (12) month period,
then,  from  and  after the expiration of the ninetieth (90th) day of disability
and  during  the  continuance  of  such  disability  up to and including the day
immediately  preceding the one hundred twentieth (120th) day, the Employee shall
be  deemed  to  have  taken  a  leave of absence from Employer commencing on the
ninetieth  (90th)  day  of  such  disability and, during the continuance of such
disability,  the  following  provisions  shall  apply:

          (i)  Employee's  base  salary shall be apportioned up to and including
the  ninetieth  (90th)  day  of such disability and from and after the ninetieth
(90th)  day  of  such  disability  and  up  to and including the day immediately
preceding the one hundred twentieth (120th) day of such disability, the Employer
shall  pay  no  salary  to the Employee and the Employee shall receive no salary
from  the  Employer.

          (ii)  The  Employer, in the sole discretion of its Members, shall have
the  right and power to remove the Employee from the position of Chief Executive
Officer  of  the  Employer,  or to delegate all or any portion of the Employee's
duties,  as  Chief  Executive  Officer of the Employer, to one (1) or more other
employees  of  the  Employer.

          (iii)  The  Employee  shall  otherwise  have  all of the rights and be
subject  to  all  of the Employee's obligations and duties under this Agreement,
except  that the Employee shall have no obligation or duty to render services to
the  Employer  otherwise in accordance with this Agreement during such period of
time;  provided  that  Employer  shall  be  excused from providing any insurance
coverage or benefits which, by reason of the Employee's disability, the Employer
shall not be able to obtain, continue or maintain at substantially the same cost
or  expense or substantially the same terms and conditions that the Employer was
able  to  obtain,  continue or maintain immediately prior to the commencement of
the  Employee's  disability.

     d.     If  the  Employee shall be disabled for more than one hundred twenty
(120)  days  in  any twelve (12) month period during the term of this Agreement,
the  employment  of the Employee hereunder shall cease and terminate pursuant to
the  provisions  of  Paragraph  9  below.

     e.     If Employer and Employee are unable to agree whether the Employee is
disabled  within  the  meaning  of  this  Paragraph  7, then this issue shall be
submitted  to  arbitration  in  the  manner provided for in Paragraph 12 of this
Agreement  below.


                                        6
<PAGE>

7.     CONFIDENTIAL  INFORMATION.
       --------------------------

     a.     Employee  acknowledges  that in the Employee's employment hereunder,
the Employee will be making use of, acquiring and adding to the Employer's trade
secrets and its confidential and proprietary information of a special and unique
nature and value relating to such matters as, but not limited to, the Employer's
business  operations, internal structure, financial affairs, programs, software,
systems,  procedures,  manuals,  confidential  reports,  lists  of investors and
prospective  investors  and  sales and marketing methods, as well as the amount,
nature  and  type  of  services, equipment and methods used and preferred by the
Employer  and  its  investors,  all  of which shall be deemed to be confidential
information.  The  Employee  acknowledges that such confidential information has
been  and will continue to be of central importance to the business of Employer.
Accordingly,  during the initial term and any renewal term of this Agreement and
for a period of five (5) years from and after leaving the employ of Employer for
any  reason  whatsoever,  the  Employee  shall  not, for any purpose whatsoever,
directly  or indirectly, divulge or disclose to any person or entity any of such
confidential  information  which  was  obtained  by  Employee  as  a  result  of
Employee's  employment  with  Employer or any trade secrets of the Employer, but
shall  hold  all  of  the  same  confidential  and  inviolate.

     b.     All contracts, agreements, financial books, records, instruments and
documents;  investor lists, memoranda, data, reports, programs, software, tapes,
rolodexes,  telephone  and  address  books, letters, research, cardex, listings,
programming  and  any  other  instruments,  records  or  documents  relating  or
pertaining to the business of the Employer (collectively the "Records") shall at
all  times  be  and  remain  the property of Employer.  Upon termination of this
Agreement  and  the  Employee's  employment  under this Agreement for any reason
whatsoever; the Employee shall return to Employer all Records (whether furnished
by  Employer  or  prepared  by  Employee).

     c.     All  inventions  and  other  creations,  whether  or not patented or
copyrightable,  and  all  ideas,  reports  and  other creative works, including,
without  limitation,  computer  programs, manuals and related materials, made or
conceived  in  whole  or  in part by the Employee while employed by the Employer
which  relate in any manner whatsoever to the business, existing or proposed, of
Employer  or  any  other  business  or  research  or development effort in which
Employer  or  any of its subsidiaries or affiliates engages in during Employee's
employment  by  Employer  will  be  disclosed  promptly  by  the Employee to the
Employer  and  shall  be  the  sole  and  exclusive  property  of  Employer.

8.     TERMINATION  OF  EMPLOYMENT.     In  addition  to the option and right of
Employer  and  Employee  to  elect  not  to  renew the term of this Agreement in
accordance  with  the  procedure set forth in Paragraph 2 above, this Employment
Agreement  shall be terminated only upon the happening of one (1) or more of the
following  events:


                                        7
<PAGE>

     a.     Employer  shall  be  entitled to terminate the Employee's employment
hereunder  for cause upon the occurrence of any one (1) or more of the following
events:

     (i)     the  voluntary  or  involuntary  dissolution  of  Employer;

          (ii)  the  voluntary  or  involuntary  liquidation  of  winding-up  of
Employer;

          (iii)  the  death  of Employee, or the disability of Employee for more
than  one  hundred  twenty  (120)  days  in any twelve (12) month period of time
during  the  term of this Agreement pursuant to the provisions of Paragraph 7 of
this  Agreement,  above;

          (iv)  the conviction of Employee for a felony or other crime involving
moral  turpitude,  or  which  otherwise  results in material injury to Employer;

          (v)  the  deliberate  and  intentional  refusal  (except  by reason of
disability)  by  Employee  to  devote  the  amount  of business time required to
perform  his  duties,  as  described in Paragraph 3 above, after failure to cure
such  refusal  or problem within thirty (30) days after receiving written notice
detailing  the  alleged  refusal  or  cause  for  such  dismissal  under  this
subparagraph  from  Employer.

          (vi)  if  Employee  is  placed  in  bankruptcy,  whether  voluntary of
involuntary  (if  involuntary  only  if  the petition is not discharged within a
period of ninety (90) days after filed), or Employee makes an assignment for the
benefit  of  his  creditors.

          If Employee dies during the term of this Agreement, any monthly salary
due  Employee  under  this  Agreement  shall  be  paid  to  the person or entity
designated  by  Employee,  or in the absence of such written designation, to the
person or entity designated in Employee's Last Will and Testament or, in absence
thereof,  to  his  surviving  spouse  or,  if  none,  to  his  estate.

     b.     Employer  may  terminate  the  employment  of  Employee  under  this
Agreement,  without  cause, at any time during the term of this Agreement, to be
effective  not less than sixty (60) days from delivery of written notice of such
termination  without  cause  by  Employer  to  Employee.  Without cause includes
termination as a result of a change in control of any company for which Gulfport
Energy  Corporation provides management services that results in the termination
of  Employee.

     c.     Employee  may  voluntarily  terminate  his  employment  under  this
Agreement  with  Employer,  with or without cause, effective not less than sixty
(60)  days  from  delivery  of written notice of such termination by Employee to
Employer.

     d.     Upon  termination  of the Employee's employment under this Agreement
pursuant  to  this  Paragraph 8, neither party shall thereafter have any further
rights,  duties  or  obligations  under  this  Agreement,  except  as  otherwise


                                        8
<PAGE>

specifically  provided  hereunder,  but  each  party  shall  remain  liable  and
responsible  to the other for all prior obligations and duties hereunder for all
acts  and  omissions  of such party, its agents, servants and employees prior to
such  termination.

9.     EMPLOYEE'S  RIGHTS  TO  ADDITIONAL  COMPENSATION  AND  BENEFITS  UPON
TERMINATION OF HIS EMPLOYMENT BY EMPLOYER WITHOUT CAUSE.  If the services of the
Employee  are  terminated  by  one  (1)  or  more companies receiving management
services  from Gulfport, and such is without cause pursuant to the provisions of
Paragraph 8b of this Agreement above, then, and in that sole event, the Employee
shall  be  entitled  to  the  following  rights  and  benefits:

     a.     Any  companies receiving management services from Gulfport, shall be
required  to  pay  Employee,  within  ten (10) days of the effective date of the
termination  of  Employee's  employment  under  this Agreement without cause, an
amount  equal  to  the  immediately  preceding  twelve  (12)  month  billings
attributable  to  management  services  provided  by  the  Employee on behalf of
Gulfport, to that company which receives management services from Gulfport. This
pro  rata  amount  or  percentage  will then be applied to the value of the base
salary  of  the  Employee  as derived from the provisions of Paragraph 4 of this
Agreement  above.

     b.     The  five  (5)  year level term life insurance policy which Employer
maintains  on  the life of Employee in the face amount of Two Million and No/100
Dollars  ($2,000,000.00)  as  it is required to do pursuant to the provisions of
Paragraph  6a  of this Agreement, above, will remain in full force and effect as
provided  in aforementioned portion of this Agreement, without regard to partial
termination  without  cause, of the Employee's services by one or more companies
of  Gulfport  Energy  Corporation.

     c.     Upon  the  effective  date  of  termination  without  cause,  of the
Employee's  services  by one (1) or more companies receiving management services
from  Gulfport  Energy  Corporation, all portions of the Options which have been
granted to Employee under the terms and conditions of any Stock Option Agreement
granted  by  a  company serviced by Gulfport Energy Corporation, shall remain in
full  force  and  effect.

10.     REIMBURSEMENT  OF DISALLOWED EXPENSES.  If any expenses paid by Employer
for  Employee  or  any  reimbursement of expenses by Employer to Employee shall,
upon  audit  or  other  examination  of  the  income tax returns of Employer, be
determined  to be not allowable deductions from the gross income of Employer and
such  determination shall be acceded to by Employer, or such determination shall
be  made  final  by the appropriate state or federal taxing authority or a final
judgment  of  a  court  of  competent jurisdiction, and no appeal shall be taken
therefrom,  or  the applicable period for the filing of a notice of appeal shall
have expired, then, and in such event, Employee shall rebate to the Employer the
dollar  amount of such disallowed expenses.  Such repayment may not be waived by
the  Employer.


                                        9
<PAGE>

11.     BINDING  ARBITRATION.  Unless both Employer and Employee expressly agree
otherwise  in  writing,  all  disputes relating to this Agreement, or any breach
thereof  or  the  meaning and effect of any term and provisions hereof, shall be
submitted  to  binding  arbitration  by  Employer  and  Employee pursuant to the
Oklahoma  Uniform  Arbitration  Act,  15  O.S.  801,  et seq. (the "Act") and in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association  (the  "Rules").  In  the  event  a  dispute  arises which cannot be
informally  resolved  by  the  parties  hereto, a panel of three (3) arbitrators
shall  be selected to settle the dispute.  Within twenty (20) days following the
demand  by  either  party  for  arbitration  of  a  dispute  arising  under this
Agreement, Employer shall appoint an arbitrator knowledgeable and experienced in
the  subject  matter  of  the  dispute  and Employee shall appoint an arbitrator
knowledgeable and experienced in the subject matter of the dispute.  The two (2)
arbitrators  so  appointed  shall together appoint a third (3rd) arbitrator also
knowledgeable  and  experienced  with  the  subject matter of the dispute within
twenty  (20)  days  following the appointment of the last arbitrator selected by
Employer  and  Employee.  In  the event that the two (2) arbitrators selected by
the parties hereto are unable to mutually select a third (3rd) arbitrator within
the  twenty (20) day period, the third (3rd) arbitrator shall be selected by the
then  presiding  judge  of the Oklahoma County, Oklahoma District Court.  If the
presiding  judge  of  the  Oklahoma County, Oklahoma District Court is unable or
unwilling  to  make such selection, the parties will request that the Chief U.S.
District  Judge  of the U.S. District Court for the Western District of Oklahoma
make  such selection.  The panel of three (3) arbitrators shall then determine a
time  and  a  place  for  the  hearing  and  shall notify the parties in writing
personally  or  by  registered  mail  no  less  than twenty (20) days before the
hearing.  The  arbitrators  will hear the dispute in accordance with the Act and
the  Rules.  Each  party  shall  be  entitled  to  be represented by counsel.  A
majority  of  the arbitrators shall render a final award within twenty (20) days
following  the  conclusion  of the hearing which shall be final and binding upon
the  parties  hereto.  The  expenses  and  fees  of  the third (3rd) arbitrator,
whether  mutually  selected by the first two (2) arbitrators or appointed as set
forth  above, shall be divided equally between the parties.  Each party shall be
solely responsible for the expenses and fees of the arbitrator whom it selected.
The  arbitrators  may  include,  as  part  of  any  award,  for  the recovery of
attorney's  fees  by  the  prevailing party.  All other expenses incurred in the
conduct  of  the  arbitration  shall  be  divided  equally  between the parties.
Judgment  upon the award rendered by the arbitrators may be entered in any court
having  jurisdiction  thereof.

12.     MISCELLANEOUS  PROVISIONS.

     a.     This Agreement shall be binding upon, and shall inure to the benefit
of  Employer  and  Employee,  and  their  respective  heirs,  personal and legal
representatives,  successors  and  assigns.

     b.     In  view  of  the  fact  that  the principal offices of Employer are
located  in the State of Oklahoma, and the services to be rendered herein are to
be  substantially rendered in the State of Oklahoma, it is understood and agreed


                                       10
<PAGE>

by the parties hereto that the construction and interpretation of this Agreement
shall  at  all times and in all respects be governed by the laws of the State of
Oklahoma.

     c.     All  notices  required  or  permitted  herein must be in writing and
shall  be  deemed  to  have  been  duly  given  on the date of service if served
personally or by telecopy, telex, or other similar communication to the party or
parties  to whom notice is to be given, on the next day if notice is effected by
overnight  mail  service,  or  on the third (3rd) business day after mailing, if
mailed  to  the  party or parties to whom notice is to be given by registered or
certified  mail,  return  receipt  requested, postage prepaid, to the address of
such  party,  as  set forth in the first paragraph of this Agreement, or to such
other  addresses  as any party to this Agreement may designate to the other from
time  to  time for this purpose.  Any communication which is mailed by overnight
mail of sent by telecopy or telex shall be confirmed immediately, but failure to
so  confirm shall not affect the effectiveness of such notice from and after the
day  on  which  such  notice  is  actually  received.

     d.     Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall not invalidate the remaining provisions hereof and any
prohibition  or  unenforceability  in  any  jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     e.     This  Agreement  contains  the entire agreement and understanding by
and  between  Employer  and  Employee  with  respect to Employee's employment by
Employer  as  herein  described,  and  supersedes  all  prior  agreements  and
understandings  between  the  parties to this Agreement, relating to the subject
matter  of this Agreement.  No change or modification of this Agreement shall be
valid or binding unless the same is in writing and signed by the party intending
to  be  so  bound.  No  waiver or any provision of this Agreement shall be valid
unless  the  same is in writing and signed by the party against whom such waiver
is  sought  to  be enforced.  Moreover, no valid waiver of any provision of this
Employment  Agreement,  at  any time shall be deemed to be a waiver of any other
provision  of  this Employment Agreement at such time, or will be deemed a valid
waiver  of  such  provision  at  any  other  time.

     f.     This Agreement may be executed in two (2) or more counterparts, each
of  which shall be deemed an original, but all of which shall constitute but one
and  the  same  instrument.

     g.     Time  shall be of the essence with respect to the performance by the
parties  hereto  of  their  respective  obligations  hereunder.

     IN  WITNESS  WHEREOF,  Employer  and  Employee  have  duly  executed  this
Employment  Agreement as of the day and year first above written to be effective
as  of  the  date  stated  in  the  first  paragraph  above.


                                       11
<PAGE>

                              Gulfport  Energy  Corporation
                              an  Oklahoma  corporation


                              By:/s/Gulfport Energy Corporation
                                 -------------------------------

                              "EMPLOYER"





                              By:/s/Mike Liddell
                                 -------------------------------
                                   MIKE  LIDDELL

                              "EMPLOYEE"

















                                       12