FALCON NATURAL GAS CORP.

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT  (this  "Agreement") is made between
Falcon  Natural  Gas  Corp.,  a  Nevada corporation and its affiliated companies
(collectively  referred to as the "Company"), and Fred B. Zaziski ("Executive").
Unless  otherwise  indicated, all references to Sections are to Sections in this
Agreement.  This  Agreement is effective as of the "Effective Date" set forth in
Section  14  below.

                              W I T N E S S E T H:

     WHEREAS,  the  Company  desires  to  obtain  the services of Executive, and
Executive  desires  to  be employed by the Company upon the terms and conditions
hereinafter  set  forth;

     NOW,  THEREFORE,  in  consideration  of the premises, the agreements herein
contained  and other good and valuable consideration, receipt of which is hereby
acknowledged,  the  parties  hereto  agree  as  of  the  date hereof as follows:

     1. Employment. The Company hereby agrees to employ Executive, and Executive
hereby agrees to serve the Company, as its President and Chief Executive Officer
("Employment") and as a Director for a period of twelve (12) months beginning on
the Effective Date.  This Agreement is renewable upon the mutual written consent
of  the  parties  within  thirty (30) days of the ending date of this Agreement.
Any  such  renewal  shall  also  be  for  a  period  of  twelve  (12)  months.

     2.  Scope  of  Employment.

          (a) During the Employment, Executive will serve as President and Chief
Executive Officer of the Company.  In that connection, Executive will (i) devote
his  full-time  attention  and  energies to the business of the Company and will
diligently  and  to  the  best of his ability perform all duties incident to his
employment  hereunder;  (ii)  use  his best efforts to promote the interests and
goodwill  of  the Company; and (iii) perform such other duties commensurate with
his office as the Board of Directors of the Company may from time-to-time assign
to  him.

          (b)  Section  2(a) shall not be construed as preventing Executive from
(i)  serving  on  corporate,  civic  or charitable boards or committees, or (ii)
making investments in other businesses or enterprises; provided that in no event
shall any such service, business activity or investment require the provision of
substantial  services  by  Executive  to  the  operations or the affairs of such
businesses or enterprises such that the provision thereof would interfere in any
respect  with  the  performance  of Executive's duties hereunder; and subject to
Section  6.

     3. Compensation and Benefits During Employment.  During the Employment, the
Company  shall  provide  compensation  to  Executive  as  follows.

          (a) The Company shall pay Executive $11,000 per month in equal monthly
installments.  Executive shall be responsible for the payment of all taxes to
the Internal Revenue Service as well as any and other taxes payable in the
United States including taxes payable to any state and local jurisdiction.
Executive indemnifies the Company with respect to the payment of any and all
taxes owing and due from Executive's compensation.

<PAGE>

          (b) As additional consideration for signing this Agreement and for
agreeing  to abide and be bound by its terms, provisions and restriction, and in
addition  to  all  other  benefits  described  in this Agreement, Executive, his
nominees  and/or  assigns,  shall  receive  up  to  an  aggregate  of  5,000,000
restricted  shares of Company common stock (the "Shares") payable as follows: 1)
1,000,000  Shares  payable  at  the  end  of the twelve-month period immediately
following  the  Effective  Date;  and  2)  assuming  that  this  Agreement  is
subsequently  renewed pursuant to Section 1, 1,000,000 Shares payable at the end
of  each  of  the  four twelve-month renewals, if any, immediately following the
Effective Date. In the event that Executive's employment terminates prior to the
end  of any twelve-month period contemplated by this Section 3(b), his rights in
the  number  of  Shares  that  would  otherwise  be  payable  at the end of such
twelve-month  period  multiplied by the ratio which the number of months in such
twelve-month  period  that Executive was employed by the Company bears to twelve
(12)  shall immediately and fully vest and shall be transferable by Executive as
of  the  date  Executive's  Employment terminates. In the event that Executive's
Employment  terminates  pursuant to Section 11(b) during the twelve-month period
immediately  following  the  Effective Date, his right to 1,000,000 Shares shall
immediately  and  fully  vest  and  shall  be  payable  to  Rozanne  B. Zaziski,
Executive's  wife  as  of the Effective Date. In the event of a consolidation or
merger or sale of all or substantially all of the assets of the Company in which
outstanding  shares  of the Company's common stock are exchanged for securities,
cash  or  other  property  of  any  other  corporation, firm, partnership, joint
venture,  association,  or business entity, the Company is otherwise acquired or
there  is  a  change  of control of the Company (receipt of more than 50% of the
outstanding  shares  of  the Company, the Company otherwise being acquired, or a
change  in  control  of  the  Company  are  collectively  referred  to  as  an
"Acquisition"),  or  in  the event of liquidation of the Company, so much of the
5,000,000  Shares  that  have not been issued to Executive shall immediately and
fully vest and shall also be transferable by Executive immediately prior to such
Acquisition or liquidation. The numbers of Shares are subject to adjustment from
time  to  time  as set forth in this Section 3(b). In the event that the Company
shall  at any time after the Effective Date (i) declare a dividend on the Common
Stock  in  shares  of  its  capital stock, (ii) subdivide the outstanding Common
Stock,  (iii)  combine  the  outstanding  Common  Stock into a smaller number of
Common  Stock, or (iv) issue any shares of its capital stock by reclassification
of  the  Common  Stock (including any such reclassification in connection with a
consolidation  or  merger  in  which the Company is the continuing corporation),
then in each case, with respect to so much of the 5,000,000 Shares that have not
been  issued  to  Executive,  Executive shall be entitled to new, additional, or
different  shares  of  Common Stock in proportion to such dividend, subdivision,
combination  or  issuance.  This Section 3(b) shall otherwise apply to such new,
additional,  or different shares of Common Stock to the extent applicable to the
Shares  with respect to which they were distributed. For example, if the Company
declares  a 2:1 stock dividend within thirty-six (36) months after the Effective
Date when Executive has received 2,000,000 Shares, Executive would thereafter be
entitled  to  receive  2,000,000  Shares  at  the  end  of  the thirty-six (36),
forty-eight  (48),  and  sixty  (60) month periods (or an aggregate of 6,000,000
Shares) immediately after the Effective Date provided that Executive is employed
by the Company at the end of each of such periods. Such adjustment shall be made
successively  whenever  any event listed above shall occur. Any successor of the
Company  shall be bound by this Section 3(b) as provided by Section 8(b) hereof.

<PAGE>

          (c) The Company shall reimburse Executive for business expenses
incurred  by  Executive in connection with the Employment in accordance with the
Company's  then-current  policies.

          (d) Executive will be entitled to participate in any health insurance
or  other  employee  benefit  plan  which  the  Company may adopt in the future.

          (e) Executive will be entitled to five (5) weeks of paid vacation per
year.

          (f) Executive will be entitled to participate in any incentive program
or  discretionary  bonus  program of the Company which may be implemented in the
future  by  the  Board  of  Directors.

          (g) Executive will be entitled to participate in any stock option plan
of  the  Company  which may be approved in the future by the Board of Directors.

          Any  act,  or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company  shall  be  conclusively  presumed to be done, or omitted to be done, by
Executive  in good faith and in the best interests of the Company and thus shall
not  be  deemed  grounds  for  Termination  for  Cause.

     4.  Confidential  Information.

          (a)  Executive  acknowledges  that  the  law provides the Company with
protection  for  its  trade secrets and confidential information. Executive will
not disclose, directly or indirectly, any of the Company's confidential business
information  or  confidential  technical  information  to  anyone  without
authorization  from  the Company's management. Executive will not use any of the
Company's  confidential  business  information  or  confidential  technical
information  in any way, either during or after the Employment with the Company,
except  as  required  in  the  course  of  the  Employment.

          (b) Executive will strictly adhere to any obligations that may be owed
to  former  employers  insofar  as  Executive's  use  or  disclosure  of  their
confidential  information  is  concerned.

          (c)  Information  will  not  be  deemed  part  of  the  confidential
information  restricted  by this Section 4 if Executive can show that:   (i) the
information was in Executive's possession or within Executive's knowledge before
the  Company  disclosed  it  to  Executive;  (ii)  the information was or became
generally  known  to  those  who  could  take  economic  advantage of it;  (iii)
Executive  obtained the information from a party having the right to disclose it
to  Executive  without  violation  of  any  obligation  to  the Company, or (iv)
Executive  is  required  to  disclose  the information pursuant to legal process
(e.g.,  a  subpoena),  provided  that Executive notifies the Company immediately
upon  receiving  or  becoming  aware  of  the  legal  process  in  question.  No
combination  of  information  will  be  deemed  to  be  within  any  of the four
exceptions in the previous sentence, however, whether or not the component parts
of  the  combination  are  within one or more exceptions, unless the combination
itself  and its economic value and principles of operation are themselves within
such  an  exception  or  exceptions.

<PAGE>

          (d) All originals and all copies of any drawings, blueprints, manuals,
reports, computer programs or data, notebooks, notes, photographs, and all other
recorded,  written,  or  printed  matter  relating  to  research,  manufacturing
operations,  or business of the Company made or received by Executive during the
Employment are the property of the Company.  Upon Termination of the Employment,
whether  or not for Cause, Executive will immediately deliver to the Company all
property of the Company which may still be in Executive's possession.  Executive
will  not remove or assist in removing such property from the Company's premises
under  any  circumstances,  either  during  the  Employment or after Termination
thereof,  except  as  authorized  by  the  Company's  management.

          (e) For a period of one (1) year after the date of Termination of the
Employment, Executive will not, either directly or indirectly, hire or employ or
offer  or  participate  in  offering employment to any person who at the time of
such  Termination  or at any time during such one-year period following the time
of  such  Termination  was  an employee of the Company without the prior written
consent  of  the  Company.

     5.  Ownership  of  Intellectual  Property.

          (a)  The  Company will be the sole owner of any and all of Executive's
Inventions that are related to the Company's business, as defined in more detail
below.

          (b) For purposes of this Agreement, "Inventions" means all inventions,
discoveries,  and  improvements  (including, without limitation, any information
relating  to  manufacturing  techniques,  processes,  formulas,  developments or
experimental  work, work in progress, or business trade secrets), along with any
and  all  other  work  product  relating  thereto.

          (c)  An  Invention  is  "related  to  the  Company's  business"
("Company-Related  Invention")  if it is made, conceived, or reduced to practice
by  Executive (in whole or in part, either alone or jointly with others, whether
or  not  during regular working hours), whether or not potentially patentable or
copyrightable  in  the U.S. or elsewhere, and it either: (i) involves equipment,
supplies,  facilities, or trade secret information of the Company; (ii) involves
the  time  for which Executive was or is to be compensated by the Company; (iii)
relates  to  the  business  of  the  Company  or  to  its actual or demonstrably
anticipated research and development; or (iv) results, in whole or in part, from
work  performed  by  Executive  for  the  Company.

          (d)  Executive  will  promptly  disclose  to  the  Company,  or  its
nominee(s),  without  additional  compensation,  all Company-Related Inventions.

          (e)  Executive  will  assist the Company, at the Company's expense, in
protecting  any  intellectual  property rights that may be available anywhere in
the world for such Company-Related Inventions, including signing U.S. or foreign
patent applications, oaths or declarations relating to such patent applications,
and  similar  documents.

<PAGE>

          (f) To the extent that any Company-Related Invention is eligible under
applicable  law  to  be  deemed a "work made for hire," or otherwise to be owned
automatically  by  the  Company,  it  will be deemed as such, without additional
compensation  to Executive.   In some jurisdictions, Executive may have a right,
title,  or interest ("Right," including without limitation all right, title, and
interest  arising  under  patent  law,  copyright  law,  trade-secret  law,
semiconductor  chip  protection  law,  or  otherwise,  anywhere  in  the  world,
including  the  right  to  sue  for  present  or  past  infringement) in certain
Company-Related  Inventions  that  cannot be automatically owned by the Company.
In that case, if applicable law permits Executive to assign Executive's Right(s)
in future Company-Related Inventions at this time, then Executive hereby assigns
any  and  all  such  Right(s) to the Company, without additional compensation to
Executive;  if not, then Executive agrees to assign any and all such Right(s) in
any such future Company-Related Inventions to the Company or its nominee(s) upon
request,  without  additional  compensation  to  Executive.

     6.  Non-competition.  As  a  condition  to,  and  in  consideration of, the
Company's  entering  into this Agreement, and giving Executive access to certain
confidential and proprietary information, which Executive recognizes is valuable
to  the  Company  and,  therefore,  its protection and maintenance constitutes a
legitimate  interest  to  be  protected  by  the provisions of this Section 6 as
applied  to  Executive  and other employees similarly situated to Executive, and
for ten dollars ($10) and other good and valuable consideration, the receipt and
sufficiency  of  which Executive hereby acknowledges, Executive acknowledges and
hereby  agrees  as  follows:

          (a)  that  Executive  is  and  will  be engaged in the business of the
Company;

          (b)  that  Executive  has  occupied a position of trust and confidence
with  the  Company  prior to the Effective Date, and that during such period and
the  period  of  Executive's Employment under this Agreement, Executive has, and
will,  become  familiar  with  the  Company's  trade  secrets  and  with  other
proprietary  and  confidential  information  concerning  the  Company;

          (c) that the obligations of this Agreement are directly related to the
Employment  and  are  necessary  to  protect  the  Company's legitimate business
interests;  and  that  the  Company's  need  for the covenants set forth in this
Agreement is based on the following:  (i) the substantial time, money and effort
expended  and  to  be  expended  by the Company in developing technical designs,
computer  program  source  codes,  marketing  plans  and  similar  confidential
information;  (ii) the fact that Executive will be personally entrusted with the
Company's  confidential  and proprietary information; (iii) the fact that, after
having  access  to  the Company's technology and other confidential information,
Executive  could  become  a  competitor  of  the  Company;  and  (iv) the highly
competitive  nature  of  the  Company's  industry,  including  the  premium that
competitors  of  the  Company  place  on  acquiring  proprietary and competitive
information;  and

          (d)  that  for  a  period  commencing on the Effective Date and ending
twelve  (12)  months  following Termination as provided in Section 11, Executive
will  not,  directly  or  indirectly,  serve  as  employee,  agent,  consultant,
stockholder,  director,  co-partner or in any other individual or representative
capacity,  own, operate, manage, control, engage in, invest in or participate in
any manner in, act as consultant or advisor to, render services for (alone or in
association  with  any person, firm, corporation or entity), or otherwise assist
any  person  or entity that directly or indirectly engages or proposes to engage
in  (i)  the same, or a substantially similar, type of business as that in which
the  Company engages; or (ii) the business of the manufacturing, distribution or
sale  of  (A) products manufactured, distributed, sold or license by the Company
at  the time of Termination; or (B) products proposed at the time of Termination
to  be  manufactured,  distributed, sold or licensed by the Company, anywhere in
Texas  and  Louisiana  (the  "Territory");  provided,  however

<PAGE>

          (e)  that  nothing  contained  herein  shall  be  construed to prevent
Executive from investing in the stock or securities of any competing corporation
listed  on any recognized national securities exchange or traded in the over the
counter  market  in  the  United States, but only if (i) such investment is of a
totally  passive  nature  and  does  not  involve Executive devoting time to the
management  or  operations  of  such  corporation and Executive is not otherwise
involved  in  the  business  of  such corporation; and if (ii) Executive and his
associates  (as  such  term is defined in Regulation 14(A) promulgated under the
Securities  Exchange  Act  of  1934,  as  in  effect  on  the  Effective  Date),
collectively,  do not own, directly or indirectly, more than an aggregate of two
(2)  percent  of  the  outstanding  stock  or  securities  of  such corporation.

     7.  Legal  Fees  and  Expenses.  In the event of a lawsuit, arbitration, or
other  dispute-resolution  proceeding  between the Company and Executive arising
out of or relating to this Agreement, the prevailing party, in the proceeding as
a  whole  and/or in any interim or ancillary proceedings (e.g., opposed motions,
including  without  limitation  motions  for preliminary or temporary injunctive
relief)  will be entitled to recover its reasonable attorneys' fees and expenses
unless  the court or other forum determines that such a recovery would not serve
the  interests  of  justice.

     8.  Successors.

          (a)  This  Agreement shall inure to the benefit of and be binding upon
(i)  the  Company  and  its  successors  and  assigns  and  (ii)  Executive  and
Executive's  heirs and legal representatives, except that Executive's duties and
responsibilities  under  this Agreement are of a personal nature and will not be
assignable  or  delegable  in  whole  or  in  part.

          (b)  The  Company  will  require  any  successor  (whether  direct  or
indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all  or
substantially  all  of  the  business  and/or  assets  of  the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that  the  Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "the Company" shall mean the Company
as  hereinbefore  defined  and  any  successor  to its business and/or assets as
aforesaid  which  assumes  and  agrees to perform this Agreement by operation of
law,  or  otherwise.

     9.  Arbitration.

          (a)  Except  as set forth in paragraph (b) of this Section 9 or to the
extent  prohibited  by applicable law, any dispute, controversy or claim arising
out  of  or  relating to this Agreement will be submitted to binding arbitration
before  a  single  arbitrator  in  accordance  with  the  National Rules for the
Resolution  of  Employment  Disputes  of the American Arbitration Association in
effect  on  the  date of the demand for arbitration.  The arbitration shall take
place  before  a single arbitrator, who will preferably but not necessarily be a
lawyer  but who shall have at least five years' experience in working in or with
companies  engaged  in  the  industry  in  which the Company is engaged.  Unless
otherwise agreed by the parties, the arbitration shall take place in the city in
which  Executive's  principal office space is located at the time of the dispute
or  was  located  at  the time of Termination of the Employment (if applicable).
The  arbitrator  is  hereby  directed  to  take  all  reasonable  measures  not
inconsistent  with  the  interests of justice to expedite, and minimize the cost
of,  the  arbitration  proceedings.

<PAGE>

          (b)  To  protect  inventions,  trade  secrets,  or  other confidential
information  of  Section  4, and/or to enforce the non-competition provisions of
Section  6,  the  Company  may  seek  temporary,  preliminary,  and/or permanent
injunctive  relief  in  a court of competent jurisdiction, in each case, without
waiving  its  right  to  arbitration.

          (c)  At  the  request  of  either  party,  the arbitrator may take any
interim  measures s/he deems necessary with respect to the subject matter of the
dispute, including measures for the preservation of confidentiality set forth in
this  Agreement.

          (d)  Judgment upon the award rendered by the arbitrator may be entered
in  any  court  having  jurisdiction.

     10.  Indemnification.  Company shall to the fullest extent permitted by law
or  as  set  forth in the  Articles of Incorporation, and any future amendments,
and  the  Bylaws  of  the Company, indemnify, defend and hold harmless Executive
from and against any and all claims, demands, proceedings, liabilities, damages,
losses  and  expenses (including attorney's fees, court costs and disbursements)
arising  out of the fact that he is or was a director or officer of the Company,
or  the  performance  of  his duties hereunder except in the case of Executive's
gross  negligence,  willful  misconduct,  criminal conduct or violations of law.

     11. Termination.

          This  Agreement  and  the  employment relationship created hereby will
terminate  (i) upon the death or disability of Executive under Section 11 (a) or
11(b); (ii) with cause under Section 11 (c); (iii) for good reason under Section
11  (d);  or  (iv)  without  cause  under  Section  11(e).

          (a)  Disability.  Company  shall  have  the  right  to  terminate  the
               employment  of  Executive  under this Agreement for disability in
               the  event Executive suffers an injury, illness, or incapacity of
               such  character  as  to substantially disable him from performing
               his  duties  without  reasonable  accommodation  by  Executive
               hereunder  for a period of more than thirty (30) consecutive days
               upon  Company  giving at least thirty (30) days written notice of
               termination.

          (b)  Death.  This  agreement  will  terminate  on  the  Death  of  the
               Executive.

          (c)  With  Cause.  Company  may  terminate  this Agreement at any time
               because  of  (i)  Executive's  material breach of any term of the
               Agreement,  (ii)  the  determination by the Board of Directors in
               the  exercise  of  its  reasonable  judgment  that  Executive has
               committed  an  act  or  acts constituting a felony or other crime
               involving moral turpitude, dishonesty or theft or fraud; or (iii)
               Executive's  negligence  in  the  performance  of  his  duties
               hereunder.

<PAGE>

          (d)  Good Reason. The Executive may terminate his employment for "Good
               Reason"  by  giving  Company  ten  (10)  days  written notice if:

               (i)  he  is  assigned,  without  his express written consent, any
                    duties  materially  inconsistent with his positions, duties,
                    responsibilities,  or  status  with  Company  as of the date
                    hereof,  or  a  change  in his reporting responsibilities or
                    titles  as  in  effect  as  of  the  date  hereof;

               (ii) his  compensation  is  reduced;  or

               (iii)  Company  does  not pay any material amount of compensation
                    due  hereunder  and  then  fails  either  to pay such amount
                    within  the  ten  (10)  day  notice  period  required  for
                    Termination  hereunder  or  to  contest  in  good faith such
                    notice.  Further,  if  such  contest  is not resolved within
                    thirty  (30)  days,  Company  shall  submit  such dispute to
                    arbitration  under  Section  9.

          (e)  Without  Cause.  Company  may  terminate  this  Agreement without
               cause.

     12.  Obligations  of  Company  upon  Termination.

          (a)  In  the  event  of  the  termination  of  Executive's  employment
pursuant  to  Section  11(a), (b) or (c), Executive will be entitled only to the
compensation  earned  by  him hereunder as of the date of such termination (plus
life  insurance or disability benefits), provided that if Executive's employment
terminates  pursuant to Section 11(b) during the twelve-month period immediately
following  the  Effective  Date,  Executive's  right  to  1,000,000 Shares shall
immediately  and  fully  vest  and  shall  be  payable  to  Rozanne  B. Zaziski,
Executive's  wife  as  of  the  Effective  Date.

          (b)  In  the  event  of  the  termination  of  Executive's  employment
pursuant  to  Section  11  (d)  or (e), Executive will be entitled to receive as
severance  pay,  an  amount  equal  to  the monthly compensation provided for in
Section  3(a) multiplied by a factor of three (3) in addition to all payments of
salary  earned  through  the  date  of  termination  in  one  lump  sum.

     13.  Other  Provisions.

          (a)  All notices and statements with respect to this Agreement must be
in  writing.  Notices  to  the Company shall be delivered to the Chairman of the
Board  or  any  vice  president  of  the  Company.  Notices  to Executive may be
delivered  to  Executive  in  person  or  sent  to Executive's then-current home
address  as  indicated  in  the  Company's  records.

<PAGE>

          (b)  This  Agreement  sets  forth  the entire agreement of the parties
concerning  the  subjects covered herein; there are no promises, understandings,
representations,  or  warranties of any kind concerning those subjects except as
expressly  set  forth  in  this  Agreement.

          (c)  Any  modification of this Agreement must be in writing and signed
by  all parties; any attempt to modify this Agreement, orally or in writing, not
executed  by  all  parties  will  be  void.

          (d)  If  any provision of this Agreement, or its application to anyone
or under any circumstances, is adjudicated to be invalid or unenforceable in any
jurisdiction,  such  invalidity  or  unenforceability  will not affect any other
provision or application of this Agreement which can be given effect without the
invalid  or  unenforceable  provision  or application and will not invalidate or
render  unenforceable  such  provision or application in any other jurisdiction.

          (e)  This Agreement will be governed and interpreted under the laws of
the  United  States  of America and the laws of the State of Texas as applied to
contracts  made  and  carried  out  in  Texas  by  residents  of  Texas.

          (f)  No  failure on the part of any party to enforce any provisions of
this  Agreement  will  act  as  a waiver of the right to enforce that provision.

          (g)  Section headings are for convenience only and shall not define or
limit  the  provisions  of  this  Agreement.

          (h)  This  Agreement  may be executed in several counterparts, each of
which  is  an  original.  It  shall  not  be  necessary  in making proof of this
Agreement  or  any counterpart hereof to produce or account for any of the other
counterparts.  A copy of this Agreement signed by one party and faxed to another
party  shall  be deemed to have been executed and delivered by the signing party
as  though  an original.  A photocopy of this Agreement shall be effective as an
original  for  all  purposes.

     14.  Summary  of  Terms  of  Employment

          Effective  Date                  October  27,  2004

          Term                             One  year,  renewable

          Office  / Position               President and Chief Executive Officer

          Salary                           $11,000  per  month

     This  Agreement  contains  provisions  requiring  binding  arbitration  of
disputes.  By  signing this Agreement, Executive acknowledges that he or she (i)
has  read  and  understood  the entire Agreement; (ii) has received a copy of it
(iii)  has  had  the  opportunity  to ask questions and consult counsel or other
advisors  about  its  terms;  and  (iv)  agrees  to  be  bound  by  it.

Executed to be effective as of the Effective Date.

FALCON NATURAL GAS CORP.                       EXECUTIVE


by:/s/ Massimiliano Pozzoni                    /s/ Fred B. Zaziski
   ------------------------                    -------------------
   Massimiliano Pozzoni                        Fred B. Zaziski
   Director

<PAGE>