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Exhibit 10.1
 EMPLOYMENT AGREEMENT
  1.
    
    Term.
   2.
    
    Duties and Reporting Relationship.(a)
    
    Employee agrees to serve Employer as Chairman, President and Chief Executive Officer of
Employer and in such other executive capacities as may be requested from time to time by the
Board of Directors of Employer (the Board), or a duly authorized committee thereof, and
Employees authority shall at all times remain subject to the authority of the Board.(b)
    
    Employee shall have all of the powers, authority, duties and responsibilities usually
incident to the position and role of Chairman, President and Chief Executive Officer and shall
perform such other reasonable duties, consistent with such position.(c)
    
    During the Term of Employment, Employee shall devote himself to a full time schedule of
work on behalf of Employer and shall use his best efforts to advance the business and
welfare of Employer, and Employee will not engage in any other employment or board
activities for any direct or indirect remuneration without the prior written consent of the
Board. At all times while Employee is employed by Employer, Employee shall abide by any
written Company policies which are presented to Employee.
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3.
    
    Confidential Information and Covenants Not to Compete.3.1
    
    Confidential Information.
 (i)
    
    In consideration of the benefits received by Employee under this Agreement
which he otherwise would not have had but for his entry into this Agreement, Employee
hereby agrees that at all times while Employee is employed by Employer, whether during
the Term of Employment or thereafter if Employee becomes an employee at will, and
thereafter, he will not, without the written consent of Employer, disclose to any
person, enterprise, entity or association or otherwise use or exploit for himself or
others any Confidential Information.(ii)
    
    The term Confidential Information shall mean all proprietary or confidential
information or knowledge of or regarding Employer, its Affiliates, venturers or
shareholders, whether of a technical, operational, economic, or other nature, and
including any trade secrets (including customer lists, identities, and contacts and
Company pricing information, know-how, formulas, patterns, inventions, engineering
records or data, interpretive or analytical information or data, drilling logs,
operating agreements and related records, records of research, proposals, manuals,
compilations, programs, devices, methods, processes, techniques, processes, budgets or
other financial information, and any other records or information that derive
independent economic value, actual or potential, from not being generally known to and
not being readily ascertained by proper means by persons other than the holders,
licensees, or other authorized holders thereof who can obtain economic value from its
disclosure or use.)(iii)
    
    Notwithstanding the foregoing, Employee may utilize Confidential Information
to the extent required by his performance of assigned duties for Employer or which:
 (A)
    
    was known to Employee or the public prior to disclosure to
Employee in the course of his employment by Employer,(B)
    
    becomes generally known to the public through no fault of
Employee or others owing duties of trust or confidentiality to Employee,(C)
    
    is lawfully obtained by Employee from another source not under
obligation to Employer or any of the Companies regarding disclosure of such
information or technology, or(D)
    
    is developed after the Term of Employment and independently by
Employee or his agents without access to or reliance on any Confidential
Information.
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3.2
    
    Return of Confidential Information.Upon termination of employment with Employer, whether during the Term
of Employment or thereafter if employee becomes an employee at will,
Employee will deliver to Employer all tangible displays and
repositories of Confidential Information including without limitation
trade secrets and other materials or records or writings of any other
type (including any copies thereof) made, used or obtained by Employee
in connection with his employment by Employer or its predecessor in
interest prior to or subsequent to the execution of this Agreement.
Employee agrees that all inventions, improvements in any of the
Companies methods of conducting their businesses or innovations (in
each case, including, by way of expansion and not limitation,
policies, procedures, products, improvements, software, ideas and
discoveries, whether or not patentable or copyrightable) conceived or
made by him during any time of his employment by Employer prior to or
subsequent to the execution of this Agreement belong to the Employer
or any other of the Companies and to the extent Employee participated
in the creation of any of the foregoing he did so on a work for hire
basis. Upon termination of his Employment with Employer, Employee
shall promptly disclose such inventions, improvements or innovations
to the Board and perform all actions reasonably requested by the Board
to establish and confirm such ownership by Employer or any other of
the Companies and to protect the intellectual property of Employer and
the Companies contained therein or represented thereby.3.3
    
    Covenant Not to Compete.Employee hereby agrees that:
 (i)
    
    During the Term of Employment and until the later of (a) the first
(1st) anniversary of the date of termination of Employees employment
whether by Employees resignation or by Employers termination of the relationship, and
(b) such time as Employee is no longer receiving any payments from Employer pursuant to
this Agreement (and as a condition to Employee receiving any such payments)
(collectively, the Non-Compete Period), Employee shall not within the states of
Texas, Louisiana and Wyoming, and Canada and Mexico (i) perform any duties similar in
nature to the duties performed by Employee for any of the Companies for any competitor
of any of the Companies, whether as an employee, officer, principal, member, advisor,
agent, partner, director, stockholder, owner, or consultation of such competitor, and
for purposes of this Agreement, competitor means any entity engaged in the business
of manufacture, remanufacture, sale and distribution of same or similar oilfield
products and services to customers in the drilling and completion of new oil and gas
wells, the work-over of existing wells and (ii) compete against any acquisition or
development of any line of business, property, or project on which the Companies are
then involved or which has been worked on or evaluated by Employee as part of his
services for Employer during the preceding twelve (12) months and which are still being
worked with or evaluated by Employer or any of the Companies.
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(ii)
    
    With respect to the preceding paragraph, Employee shall not be deemed to be an
owner of a competitor of Employer or any of the Companies where Employees ownership
interest is less than one percent (1%) of the outstanding stock or membership units of
a company whose securities are listed on a national exchange or quoted on the NASDAQ
National Market System(iii)
    
    During the Term of Employment and during the Non-Compete Period, and as a
condition to Employee receiving any payments from Employer pursuant to this Agreement
to which Employee otherwise would not have been entitled after Employee is no longer
employed by Employer, Employee shall not:
 (A)
    
    solicit or employ any person for employment by Employee or
Employees employer if such person is (i) employed by Employer or any of the
Companies at that time, or (ii) who has left the employment of any of the
Companies for sixty (60) days or less, for any employment position or
investment opportunity where such position or opportunity would either
interfere with or compete against the activities or businesses of Employer or
any of the Companies.(B)
    
    otherwise induce any person to discontinue his or her
employment with Employer or any of the Companies.(C)
    
    request any present or future customer or supplier of Employer
or any of the Companies to curtail or cancel its business with Employer or any
of the Companies, or(D)
    
    unless otherwise required by law, disclose to any person, firm
or corporation any details of organization or business affairs of Employer or
any of the Companies, any names of past or present customers of Employer or any
of the Companies or any other non-public information concerning Employer or any
of the Companies.
 (iv)
    
    Employee understands that the provisions of Sections 3.1, 3.2 and 3.3 may limit
his ability to earn a livelihood in a business similar to the business of Employer and
the Companies, but as an executive officer of Employer and certain of the Companies, he
nevertheless agrees and hereby acknowledges that:
 (A)
    
    such provisions do not impose a greater restraint than is
necessary to protect the goodwill or other business interests of Employer and
the Companies;(B)
    
    such provisions contain reasonable limitations as to time and
scope of activity to be restrained; and
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(C)
    
    the consideration provided hereunder, including without
limitation of any amounts or benefits contemplated to be provided to Employee
hereunder following Employees termination of employment other than for cause
or by Employees resignation, is sufficient to compensate Employee for the restrictions contained in Sections
3.1, 3.2, or 3.3 hereof.
 (v)
    
    In consideration of the foregoing, and in light of Employees education,
skills, and abilities, Employee agrees that he will not assert that, and it should not
be considered that, any provisions of Sections 3.1, 3.2, or 3.3 hereof are otherwise
void, voidable, or unenforceable or should be voided or held unenforceable.(vi)
    
    The unenforceability of any specific covenant shall not affect the provisions
of any other covenant. If it is judicially determined that any provision of this
Section 3.3 or any part thereof is unenforceable under applicable law(s) (statute,
common law, or otherwise), then the unenforceable portion shall be deemed to be
modified to the extent necessary to render it enforceable, while leaving the remaining
portions intact. Employee and the Employer further agree that in the event the said
non-competition covenants should be held by any court or other constituted legal
authority to be effective in any particular area or jurisdiction only if said covenant
is modified to limit its duration or scope, then the parties shall thereupon consider
such non-competition covenants to be amended and modified with respect to that
particular area or jurisdiction so as to comply with the order of any such court or
other constituted legal authority, and, as to all other jurisdictions or political
subdivisions thereof, the said non-competition covenant shall remain in full force and
effect as originally written.By agreeing to this contractual modification prospectively at this time, the parties
intend to make Section 3.3 enforceable under the law(s) of all applicable states so
that the entire agreement not to compete or to solicit and any other provisions of
this Agreement as prospectively modified shall remain in full force and effect and
shall not be rendered void or illegal. Thus, if for any reason, the Agreement should
be found to be unenforceable in one jurisdiction, the separate and severable
covenants of Section 3.3 covering the other jurisdictions will remain in full force
and effect.(vii)
    
    For the purposes of this Section 3, the business of the Employer is described
as follows: Employer engages in the manufacture, remanufacture, sale and distribution
of oilfield products and services to the oil and gas industry. Employer provides
products and services through facilities located throughout North America and
internationally (the Business).
 3.4
    
    Executive Nature of Employment.Employee acknowledges and agrees that his duties with Employer are of
an executive nature and that he is a member of Employers management
group.
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Employee agrees that the remedy at law for any breach by him of
any of the covenants and agreements set forth in this Section 3 will
be inadequate and that in the event of any such breach, Employer may,
in addition to the other remedies which may be available to it at law,
obtain injunctive relief prohibiting Employee (together with all those persons associated with him) from the breach of such
covenants and agreements.3.5
    
    Consideration.Each of the covenants of this Section 3 are given by Employee as part
of the consideration for this Agreement and as an inducement to
Employer to enter into this Agreement and accept the obligations
hereunder.3.6
    
    Application to SubsidiariesFor purposes of this Section 3 and of Section 2 hereof, the term
Employer shall include Employer and any and all of Employers
subsidiaries or ventures, or any affiliates of Employer (as such term
is defined under the Securities Act of 1933), whether currently
existing or hereafter formed.3.7
    
    Assignment of Intellectual Property Rights.Employee agrees that all ideas, concepts, processes, discoveries,
devices, machines, tools, materials, designs, improvements,
inventions, computer software and other things of value (hereinafter
collectively referred to as intangible rights), whether patentable
or not, which are conceived, made, invented or suggested either by him
alone or in collaboration with others while employed by Employer and
relating to the Business (as defined above) and whether or not
during regular working hours, shall be promptly disclosed in writing
to Employer and shall be the sole and exclusive property of Employer.
Employee hereby assigns all of his right, title and interest in and to
all such intangible rights and to any trade secrets developed by
Employee from and after the Hire Date to Employer and its successors
or assigns. Employee further agrees to execute, from time to time upon
the request of Employer, such documentation as may be required by
Employer to confirm Employees intent to so assign and transfer such
rights and property, including such rights and property which may not
presently exist but which may exist at a later date.In the event that any of said intangible rights shall be deemed by
Employer to be patentable or otherwise registerable under any Federal,
state or foreign law, Employee further agrees that at the expense of
Employer, he will execute all documents and do all things necessary,
advisable or proper to obtain patents therefor or registration
thereof, and to vest in Employer full title thereto.4.
    
    Base Salary and Benefits.
 4.1.
    
    Base Salary.During the Term of Employment, Employer
shall pay Employee a salary at the rate of
Five Hundred Thousand Dollars ($500,000)
per annum payable in equal installments at
least as frequently as semi-monthly and
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subject to payroll deductions as may be
necessary or customary in respect of
Employers salaried employees in general.
Such salary shall be subject to adjustment
under the Employers periodic compensation
review procedure which shall take into
account such factors as job
responsibilities, performance and cost of
living considerations. In no event shall such salary be adjusted to less than initial amount set forth above.4.2.
    
    Vacations.During the Term of Employment, Employee shall be entitled
to vacation of the greater of four (4) weeks or the amount
of time provided under the vacation policy applicable to
employees of Employer generally, as amended from time to
time.4.3
    
    Annual Bonus.From the Effective Date through the Term of
Employment, Employee will be eligible for an Annual Bonus
to be awarded, if at all, based on the achievement of
performance goals (the Target Annual Goals) established
annually by the Board or a committee thereof, in
consultation with Employee. The Annual Bonus payable to
Employee for each fiscal year during the Term of
Employment shall be equal to a bonus target of one hundred
percent (100%) of Employees base salary, with a maximum
of one hundred fifty percent (150%) of Employees base
salary. Once 115% of the Target Annual Goal has been
achieved Employee is entitled to an Annual Bonus payment
of 150% of his base salary.
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4.4
    
    401(k)Savings and Retirement Plan.Employee will be entitled to participate in Employers 401(k) Savings and Retirement
Plan, applicable to employees of Employer generally.4.5
    
    Option Grant.In accordance with the terms of Employers 2002 Stock Incentive Plan, Employer shall
promptly deliver to Employee after the execution and delivery of this Agreement,
stock options to purchase 30,000 shares of Employers stock at a strike price equal
to the fair market of Employers common stock on the date of grant. Additionally,
Employer shall grant to Employee on the first and second anniversary of the
Effective Date and during the Term of Employment, subsequent stock option grants of
30,000 shares of Employers stock at a strike price equal to the fair market of
Employers common stock on the date of grant. The stock options granted pursuant to
this option grant shall vest one-third (1/3rd) on the first anniversary
of the Effective Date and each year thereafter in 1/3rd increments for a
period of three years, conditioned on Employees continued employment with Employer.
It is further clarified that pursuant to this option grant, Employer is granting
Employee a total of three (3) option grants of 30,000 shares per grant during the
Term of Employment whereby said options that shall vest according to the above
referenced vesting schedule.4.6
    
    Restricted Stock Grant.Employee shall receive restricted stock grants of 10,000 shares upon the execution
and delivery of this Agreement and additional restricted stock
grants of 10,000 shares on the first and second anniversary of the Effective Date
and during the Term of Employment. The restricted stock grants shall be issued
pursuant to Employers restricted stock award agreement. It is further clarified
that pursuant to this restricted stock grant, Employer is granting Employee a total
of three (3) restricted stock grants of 10,000 shares per grant during the Term of
Employment, and said restricted stock grant shall be subject to the same vesting
schedule as defined in Section 4.5.4.7
    
    Medical Insurance and Other Benefits.During the Term of Employment, Employer shall furnish Employee with such medical,
hospital, and life insurance as is furnished to employees of Employer generally, as
amended from time to time. Employee also shall be entitled to participate in all
other benefit programs which are maintained by Employer and available to its
executive officers generally and under the same terms as available to Employers
executive officers generally. Employee acknowledges that he shall have no vested
rights under or in respect of his participation in any such program except as
expressly provided under the terms thereof.
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4.8
    
    Automobile.Employer shall provide Employee with an automobile allowance in an amount of $1,000
per month (which includes appropriate gross-up calculations).4.9
    
    Dues.Employer shall reimburse Employee for all dues and assessments paid by Employee to a
country club, not to exceed Five Hundred Dollars ($500) per month, though the Term
of Employment; provided, however, that such country club (a) is located within the
Houston, Texas metropolitan area, and (b) does not exclude persons from its
membership or guests of members on the basis of race, gender, or religious beliefs.
 5.
    
    Expenses.Employer will pay or reimburse Employee for such reasonable travel,
entertainment, use of a cellular phone, or other expenses as he may
reasonably incur during the Term of Employment in the performance of
his duties hereunder, but only to the extent that Employee shall
furnish Employer with such evidence that such expenses were incurred
as Employer may from time to time reasonably require or request in
accordance with its policies.6.
    
    Death or Total Disability of Employee.If Employee dies or becomes totally disabled during the Term of
Employment, the Term of Employment shall automatically terminate and
Employers obligation to compensate Employee under this Agreement
shall in all respects cease, except that Employer shall pay Employee,
within thirty (30) days of such death or disability (or sooner if required by law), an amount equal to the base compensation
accrued and unpaid (Accrued Compensation) as of the time of such death or disability and
Employee shall be entitled to such other benefits provided for under Section 4 which have
accrued and have not been forfeited as of the time of such death or disability when and if
provided to be paid pursuant to the terms of any applicable Employer plans or programs,
including without limitation the then-accrued portion of the Employees annual bonus for the
current year that is otherwise projected to be payable (based on current operating results)
in the event Employee were to have remained employed through the normal payment date of such
bonus (Accrued Benefits). For purposes of this Section, Employee shall reasonably be
deemed totally disabled as of the time the Board shall find, on the basis of medical
evidence satisfactory to the Board, that, as a result of a mental or physical condition,
Employee is unable to perform his normal duties of employment hereunder or is prevented from
engaging in the same level of performance as he engaged in prior to the onset of such
condition, giving effect to any reasonable accommodations which can be made by Employer, and
that such disability is likely to continue for a substantial period of time. Notwithstanding
the foregoing, it is agreed that Employers obligation to make the payments contemplated by
this Section is subject to Employees compliance with the provisions of Section 3 of this
Agreement.
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7.
    
    Termination for Good Cause.Employees employment may be terminated by Employer for Good Cause,
as described below. Upon such termination, Employers obligation to
compensate Employee shall in all respects cease, except that Employer
shall pay Employee, within thirty (30) days of such termination (or
sooner if required by law), any Accrued Compensation as of the time of
such termination and Employee shall be entitled to any Accrued
Benefits as of the time of such termination when and if provided to be
paid by the applicable program or plan. The term Good Cause
includes, but is not limited to any one or more of the following
occurrences:
 (a)
    
    Employees breach of any of the covenants contained in Section 3 of this
Agreement;(b)
    
    Employees conviction of a felony punishable by imprisonment;(c)
    
    Employees commission of an act of fraud with respect to the business and
affairs of Employer or its customers, whether prior or subsequent to the date hereof
upon Employer or the Companies or any of their subsidiaries, ventures or affiliates;(d)
    
    Employees willful failure or refusal to perform his duties as required by this
Agreement, provided that, the termination of Employees employment pursuant to this
subparagraph (d) shall not constitute valid termination for Good Cause unless Employee
shall first have received written notice from the Board stating with specificity the
nature of such failure or refusal in the performance of duties and affording Employee
at least fifteen (15) days to correct the act or omission complained of;(e)
    
    Gross negligence, theft of Employers or its Affiliates property, or the theft
of any property of any customers or suppliers, material violation by Employee of any
duty of loyalty to Employer, or any other material misconduct on the part of Employee
which results in or could cause a material financial loss by Employer; or(f)
    
    Material violation of any written employee policy promulgated by Employer or
its Affiliate and applicable to Employee, as in effect at that time, including, without
limitation, the receipt of any kick-back or side payment from any customer, supplier or
vendor; provided, however, any such material violation must be listed
in the employee policy as a termination for Good Cause violation.
 Notwithstanding the foregoing, and except as provided below, termination of Employees
employment by resignation shall be deemed a termination for Good Cause and shall be
effective as of the effective date of such resignation, but acceptance of such resignation
by Employer shall not be deemed a waiver of any right of Employer or the Companies under
this Agreement. If Employee, (i) through action of the Employer (a) ceases to hold the title
of Chairman, President or Chief Executive Officer, (b) ceases to report directly to the
Board, (c) experiences a circumstance in which any significant business function of Employer
for which Employee has primary responsibility becomes the
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responsibility of any individual
who does not report directly or indirectly to Employee, or (d) has been transferred to any
place other than the Houston, Texas metropolitan area (unless such cessation or transfer is
the result of events which would otherwise entitle Employer to terminate Employee for good
cause under this Section 7, and (ii) resigns from Employer within sixty (60) days of such
event, then Employees resignation under such circumstances shall be deemed a termination
other than for good cause and have the effect set forth in Section 9 below (herein, a
Constructive Termination). For purposes of clarification, if Employer delegates to any
individual responsibility for any significant business function, which prior to such
delegation, was the direct responsibility of Employee, such delegation shall not be a
Constructive Termination so long as such delegate continues to report directly or indirectly
to Employee. In addition, and notwithstanding anything in this Section to the contrary,
neither of the following shall be deemed a Constructive Termination (i) any reporting
directly to the Board or a committee thereof by the Employers chief financial officer,
chief legal officer or other employees, that is either customary or required by applicable
law, or (ii) any activities by, or delegation of responsibility to, the Chairman of the
Board. Further, it is understood that Employers obligation to make any payments
contemplated by this Agreement (other than any payments required by law upon termination of
employment which must be made absent the existence of this Agreement) is subject to
Employees compliance with the provisions of Section 3 of this Agreement.
 8.
    
    Change of Control.(a)
    
    A Change of Control shall mean the closing of a transaction or series of transactions in
which either:
 (i)
    
    more than fifty percent (50%) of the voting power of Employer or,(ii)
    
    all or substantially all of the assets of Employer
 are transferred to a party that was not a significant stockholder, member, or partner in the
Employer or any of its Companies prior to such transaction or series of transactions.(b)
    
    Upon the occurrence of a Change of Control (as defined herein), all stock options to purchase
shares of Employers common stock and all restricted stock grants shall fully vest
notwithstanding any vesting schedule based on the expiration of time contained in such stock
option or restricted stock grant.(c)
    
    Upon the occurrence of a Change of Control (as defined herein), Employer shall promptly pay
to Employee an amount equal to three (3) times Employees annual base pay and bonus. The
bonus payment shall be equal to the average annual bonus pay for the prior two fiscal years of
employment.9.
    
    Other Termination.Employer may terminate Employees employment hereunder at any time for
any reason other than those referred to above as good cause or for not
reason at all, and Employers obligation to compensate Employee under
this Agreement shall
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in all respects cease upon such termination,
except, that (a) Employer shall pay Employee, within thirty (30) days
of such termination, (i) any Accrued Compensation as of the time of
such termination and (ii) the amount equal to the unvested portion of
employer contributions credited to Employees account under Employers
401(k) plan determined as of Employees actual date of termination
that will be forfeited as a result of such termination, (b) Employee
shall be entitled to any Accrued Benefits as of the time of such
termination when and if provided to be paid by the applicable program
or plan; (c) Employer shall pay Employee an amount equal to three
times Employees annual base pay and bonus as referenced in Section 8
(c); provided however, in the event Employer makes or has made the
payment described in Section 8 hereof, Employee shall not be entitled
to the severance payment described in this subsection (c); and (d) all
stock options to purchase shares of Employers common stock and all
restricted stock grants shall fully vest notwithstanding any vesting
schedule based on the expiration of time contained in such stock
option or restricted stock grant. Except as may be required by state
or federal law, Employee shall not be entitled to any other
compensation or benefits whatsoever if Employees employment is
terminated pursuant to this paragraph.10.
    
    Release and Satisfaction.(a)
    
    Unless precluded by state or Federal law, with respect to Employee, his heirs, executors,
legal representatives, successors and assigns, each payment by Employer of the amounts and
benefits provided under Section 6, 7 or 9, hereof shall release, relinquish and forever
discharge Employer and any director, officer, employee, shareholder, agent or Affiliate of
Employer of and from any and all claims, damages, losses, costs, expenses, liabilities, or
obligations, whether known or unknown which relate to facts or events occurring prior to each
payment under Section 6, 7 or 9, (other than any such claims, damages, losses, costs,
expenses, liabilities, or obligations arising prior to the
termination of Employees employment and (i) covered by any written indemnification
arrangement of Employer with respect to Employee, (ii) arising under any written employee
benefit plan or arrangement, whether or not tax-qualified, covering Employee, or (iii)
constituting a statutory right that is not waivable by a party to this Agreement), which
Employee has incurred or suffered or may incur or suffer as a result of Employees
employment by Employer or the termination of such employment.(b)
    
    Any termination of Employees employment and any expiration of the Term of Employment under
this Agreement shall not affect the continuing operation and effect of Section 3 or this
Section 10, both of which shall survive and continue in full force and effect with respect to
each of the parties and their respective heirs, executors, personal representatives,
successors or permitted assigns. Nothing in Section 10 shall be deemed to operate or shall
operate as a release, settlement or discharge of any liability of Employee to Employer or
others from any act or omission by Employee enumerated in Section 7 hereof as a possible basis
for termination of Employees employment for Good Cause.
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11.
    
    Miscellaneous.
 11.1.
    
    Severability.If any of the provisions of this Agreement shall
otherwise contravene or be invalid under the laws of
any state or other jurisdiction where it is applicable
but for such contravention or invalidity, such
contravention or invalidity shall not invalidate all
of the provisions of this Agreement, but rather this
Agreement shall be reformed and construed, insofar as
the laws of that state or jurisdiction are concerned,
as not containing the provision or provisions, but
only to the extent that they are contravening or are
invalid under the laws of that state or jurisdiction,
and the rights and obligations created hereby shall be
reformed and construed and enforced accordingly.11.2.
    
    Modification and Waiver of Breach.No waiver or modification of this Agreement shall
be binding unless it is in writing sighed by the
parties hereto. No waiver of a breach hereof shall be
deemed to constitute a waiver of a future breach,
whether of a similar or dissimilar nature
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11.3.
    
    AssignmentThe rights and obligations of Employer under this
Agreement may, without the consent of Employee, be
assigned by Employer, in its sole discretion, to any
subsidiary, venture or affiliate of Employer.11.4.
    
    Notices.Except as otherwise required by law, any notice,
consent, request, instruction, approval and other
communication provided for herein (other than routine
correspondence in the ordinary course of business)
shall be in writing and shall be deemed validly given,
made or served:
 (a)
    
    on the date on which it is delivered personally with receipt
acknowledged,(b)
    
    five (5) business days after it shall have been sent by
registered or certified mail (receipt requested and postage prepaid),(c)
    
    one (1) business day after it is sent by overnight courier
(charges prepaid; confirmation of receipt documented), or(d)
    
    on the same business day when sent before 5:00 p.m.,
recipients time, and on the next business day when sent after 5:00 p.m.,
recipients time, by telephone facsimile transmission, provided that the sender
receives electronic confirmation that the document has been received by the
recipients facsimile transmission equipment.
 Notices to Employer shall be addressed as follows:
 
 Notices to Employee shall be addressed as follows:
  Either Party shall also be entitled to from time to time provide any other address
for notices to be received under this Agreement.11.5.
    
    Counterparts.This Agreement may be executed in several counterparts and all such executed
counterparts shall constitute a single agreement, binding on all
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parties and their
successors and permitted assigns, notwithstanding that not all parties may be signatories to the original or to the same counterpart.
Each counterpart signature page so executed may be attached to another counterpart
of this Agreement and such counterparts, when so attached, shall constitute a single
agreement. Delivery of an executed counterpart of a signature page of this
Agreement by telephonic facsimile transmission shall be as effective as delivery of
a manually executed original counterpart of this Agreement.11.6.
    
    Construction of Agreement.This Agreement shall be construed in accordance with, and governed by, the laws of
the State of Texas without regard to any principles of conflicts of law which would
require the application of the law of another jurisdiction.11.7.
    
    Merger; Complete Agreement.This Agreement and any other documents executed contemporaneously
herewith, contain the entire agreement between the parties with
respect to the transactions contemplated by this Agreement and
supersedes all previous oral and written and all contemporaneous
oral negotiations or commitments and other understandings.11.8.
    
    Non-Transferability of Employees Interest.None of the rights of Employee to receive any form of compensation
payable pursuant to this Agreement shall be assignable or otherwise transferable
except through a testamentary disposition or by the laws of descent and distribution
upon the death of Employee. Any other attempted assignment, transfer, conveyance, or
other disposition of any interest in the rights of Employee to receive any form of
compensation to be made by Employer pursuant to this Agreement shall be void.11.9
    
    Key Man Insurance.Employee recognizes and acknowledges that Employer or its affiliates may (but shall
not be obligated to) seek and purchase one or more policies providing key man life
insurance with respect to Employee, the proceeds of which would be payable to
Employer or such affiliate. Employee hereby consents to Employers or its
affiliates seeking and purchasing such insurance and will provide such information,
undergo such medical examinations, execute such documents, and otherwise take any
and all actions necessary or desirable in order for Employer or its affiliates to
seek, purchase and maintain in full force and effect such policy or policies.11.10.
    
    Legal Fees.If any legal action, arbitration or other proceeding is brought for
the enforcement of this Agreement, or because of any alleged
dispute, breach, default or misrepresentation in connection with
this Agreement,
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the successful or prevailing party shall be
entitled to recover such
reasonable attorneys fees and other costs it incurred in that action or proceeding,
in addition to any other relief to which it may be entitled.11.11.
    
    Submission to Jurisdiction.Each party irrevocably consents that any legal action or
proceeding against it or any of its property with respect to this
agreement or any other agreement executed in connection herewith may
be brought in any State or Federal court in Harris County, Texas and
by the execution and delivery of this Agreement each party accepts
with regard to any such action or proceeding for itself and in
respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts.
 11.12.
    
    Arbitration.Any controversy, dispute, or claim arising out of, in
connection with, or in relation to, the interpretation, performance
or breach of this Agreement, including, without limitation, the
validity, scope, and enforceability of this section, may at the
election of Employer or Employee be solely and finally settled by
arbitration conducted in Houston, Texas, by and in accordance with
the existing rules for commercial arbitration of the American
Arbitration Association (AAA), or any successor organization.
Judgment upon any award rendered by the arbitrator may be entered by
the State or Federal Court having jurisdiction thereof. Any of the
parties may demand arbitration by written notice to the other and to
the AAA (Demand for Arbitration). Any Demand for Arbitration
pursuant to this section shall be made within 180 days from the date
that the dispute upon which the demand is based arose. The parties
intend that this agreement to arbitrate be valid, enforceable and
irrevocable.
   EMPLOYER 
T-3 Energy Services, Inc.By:Name:Title:
 EMPLOYEE 

Gus D. HalasSignaturePrint Name
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