Exhibit
10.2

     

    EMPLOYMENT
AGREEMENT

     

    THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into this 15th day of April, 2010, by and
between American Standard Energy Corp., (the “Company”), and Richard MacQueen
(the “Executive”) (collectively, the “Parties”).

     

    WHEREAS, the Company is a
Nevada Corporation engaged in the exploration and production of natural
resources with emphasis on oil and natural gas; and

     

    WHEREAS, the Company wishes to
employ the Executive as Vice President and Chief Operating Officer upon the
terms and conditions set forth in this Agreement and the Executive is willing to
accept employment subject to the terms and conditions set forth
below.

     

    NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

     

    
      	
              
              

            	
              1. 

            	
              Employment.

            


    

     

    
      	
            	
              (a)

            	
              Position and
      Duties.

            


    

     

    (i)           Subject
to, the terms and conditions hereof, the Company hereby employs the Executive
during the term of employment set forth in Section 2 to serve as Vice President
and Chief Operating Officer of the Company. The Executive shall be responsible
for those operations of the Company as are normally and customarily associated
with such position as well as such other associated duties as the board of
directors of the Company (the “Board”) shall determine. The Executive shall
report directly to the Chief Executive Officer of the Company. The Executive
shall obey the lawful direction of the Chief Executive Officer and shall use his
diligent efforts to promote the interests of the Company and to maintain and
promote the reputation thereof.

     

    (ii)           During
the Employment Term set forth in Section 2 hereof, the Executive shall use his
best efforts to perform his duties under this Agreement and shall devote such
time, energy and skill as is necessary in the performance of his duties with the
Company. Notwithstanding the foregoing provisions, the Executive is not
prohibited from (A) serving on the boards of directors or advisory committees of
the companies listed on Exhibit A hereto; (B)
participating in charitable, civic, educational, professional or community
affairs or serving on the board of directors or advisory committees of
non-profit entities; (C) conducting business outside the scope of his employment
to the Company so long as such business does not compromise Executive’s Duty of
Loyalty to Company; and (D) managing his and his family’s personal investments,
in each case, provided that
such activities in the aggregate do not materially interfere with his
duties hereunder. Company agrees that the Executive’s other activities will not
and do not impede his ability to perform his role under this
Agreement.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    2.          Employment
Term. Subject to
Section 5 herein, the term of employment of the Executive under this Agreement
shall start on April 15, 2010 and end on April 30, 2014 (the “Initial Employment
Term”). Subject to Section 5 herein, at the end of the Initial Employment Term
this Agreement shall be automatically extended for an additional one-year period
(the “Additional Term”) unless either party to this Agreement elects not to
extend this Agreement with a written notice at least 30 days prior to the
expiration of the Additional Term. The Initial Term and any Additional Term
shall be referred to herein as the “Employment Term.”

     

    3.          Compensation.

     

    (a)         Base Salary. In
consideration of the services to be rendered hereunder, the Company hereby
agrees to pay the Executive a monthly based compensation of Twelve Thousand
Dollars ($12,000.00) payable in equal monthly installments (payable in two equal
payments per month). Employee’s salary shall begin January 1, 2011.

     

    (b)         Stock Options. In
addition to the Stock Awards, the Executive shall also be eligible to
participate in and to receive annual stock options pursuant to Company’s Equity
Incentive Plan in such amount as determined by the Board at a level commensurate
with the Executive’s position with the Company.

     

    
      	
               
      

            	
              (i)

            	
              Employee
      shall be issued 300,000 stock options 120 days after the execution of this
      Agreement. In the event of a stock split, merger, authorization of
      additional shares, or any other change to the number of shares of the
      Company the shares represented in this Employment Agreement shall change
      proportionally. These shares shall vest at a rate of twenty percent (20%)
      annually according to the following
table:

            


    

     

    
      
        
          
            
              
                	
                        Number
      of Shares

                      	 	
                        Date

                      
	
                        60,000
      (20%)

                      	 	
                        January
      01, 2011

                      
	
                        60,000
      (20%)

                      	 	
                        August
      15, 2011

                      
	
                        60,000
      (20%)

                      	 	
                        August
      15, 2012

                      
	
                        60,000
      (20%)

                      	 	
                        August
      15, 2013

                      
	
                        60,000
      (20%)

                      	 	
                        August
      15,
2014

                      


              

            

          

        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Employee
      shall receive at minimum 400,000 stock options per year on the anniversary
      of the date of this Agreement for the duration of the Agreement consistent
      with the Company’s Equity Incentive Plan for the duration of his
      employment. These shares shall vest semi-annually beginning 180 days
      following the date of initial
issuance.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    4.      Benefits.

     

    (a)  Benefit Plans. The
Executive shall be eligible to participate in any Executive benefit plan of the
Company, including, but not limited to, equity, pension, thrift, profit sharing,
medical coverage, education, or other retirement benefits that the Company has
adopted or may adopt, maintain or contribute to the benefit of its senior
executives, at a level commensurate with the Executive’s positions, subject to
satisfying the applicable eligibility requirements. The Company may at any time
or from time to time amend, modify, suspend or terminate any employee benefit
plan, program or arrangement for any reason in its sole discretion.

     

    (b)  Vacation and
Holidays. The Executive shall be entitled to an annual paid vacation in
accordance with the Company’s policy applicable to senior executives from time
to time in effect, but in no event less than three (3) weeks per calendar year
(as prorated for partial years), which vacation may be taken at such times as
the Executive elects with due regard to the needs of the Company. The Executive
shall also be entitled to paid Holidays and sick days in accordance with the
policy of the Company. The carry-over of vacation days shall be in accordance
with the Company’s policy applicable to senior executives from time to time in
effect.

     

    (c)  Business and Entertainment
Expenses. Upon presentation of appropriate documentation, the Executive
shall be reimbursed for all reasonable and necessary business and entertainment
expenses incurred in connection with the performance of his duties hereunder,
all in accordance with the Company’s expense reimbursement policy applicable to
senior executives from time to time in effect.

     

    (d)  Automobile Allowance.
Executive shall be entitled to an automobile allowance in the amount of $500.00
per month during the term of this Agreement, which shall be paid on the first
day of each calendar month.

     

    5.      Termination. Executive’s employment
and the Employment Term shall terminate on the first of the following to
occur:

     

    (a)  Disability. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Term (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 9 of this Agreement of its intention to terminate the Executive
Employment. In such event, the Executive’s employment shall terminate effective
on the thirtieth (30th) day
following receipt of such notice by the Executive, provided that within 30 days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive’s duties. For purposes of this Agreement,
“Disability” shall mean a determination by the Company in accordance with
applicable law that due to a physical or mental injury, infirmity or incapacity,
the Executive is unable to perform the essential functions of his job with or
without accommodation for 180 days (whether or not consecutive) during any
12-month period.

     

    (b)  Death. The
Executive’s employment shall automatically terminate on the date of death of the
Executive during the Employment Term.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (c)     Cause. The Company
may immediately terminate the Executive’s employment upon written notice of
termination by the Company to the Executive for Cause. “Cause” shall mean, as
determined by the Board (or its designee) (1) conduct by the Executive in
connection with his employment duties or responsibilities that is fraudulent,
unlawful or grossly negligent; (2) the willful misconduct of the Executive; (3)
the willful and continued failure of the Executive to perform the Executive’s
duties with the Company (other than any such failure resulting from incapacity
due to physical or mental illness); (4) the commission by the Executive of any
felony or any crime involving moral turpitude; (5) violation of any material
policy of the Company or any material provision of the Company’s code of
conduct, employee handbook or similar documents; or (6) any material breach by
the Executive of any provision of this Agreement or any other written agreement
entered into by the Executive with the Company.

     

    (d)  
 Termination
other than for Cause. The Company shall have the right to terminate the
Executive’s employment hereunder for any reason at any time, including for any
reason that does not constitute Cause, subject to the consequences of such
termination as set forth in this Agreement.

     

    (e)     Resignation for Good
Reason. The Executive may voluntarily terminate his employment hereunder
for Good Reason on the 60th day after the delivery of a written notice to the
Company. For the purpose of this Agreement, “Good Reason” shall
mean:

     

    (i)  
the assignment of the Executive to a position in which the Executive’s
authority, duties and responsibilities are materially diminished from the
authority, duties or responsibilities as contemplated by Section 1 of this
Agreement or any other action taken by the Company or its affiliated companies
which results in a material, diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated and insubstantial
action not taken in bad faith and which is remedies by the Company promptly
after receipt of notice thereof given by the Executive;

     

    (ii) 
any failure by the Company or its affiliated companies to comply with any of the
provisions of Section 3 and 4 of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedies by the Company promptly after receipt of notice thereof given by the
Executive;

     

    (iii) any
material change in the Executive’s reporting responsibilities;

     

    However,
in no event shall the Executive be considered to have terminated his employment
for “Good Reason” unless and until the Company receives written notice from the
Executive identifying in reasonable detail the acts or omissions constituting
“Good Reason” and the provision of this Agreement relied upon, and such acts or
omissions are not cured by the Company to the reasonable satisfaction of the
Executive within 30 days of the Company’s receipt of such notice.

     

    (f)      Resignation other than for
Good Reason. The Executive may voluntarily terminate his employment
hereunder for any reason other than Good Reason on the 60th day after the
delivery a written notice to the Company.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    
 

    6.      Consequence of
Termination.

     

    (a)    Disability. Upon
termination of the Employment Term because of the Executive’s Disability, the
Company shall pay or provide to the Executive (1) any unpaid Base Salary and any
accrued vacation and holidays through the date of termination; (2) any unpaid
bonus accrued with respect to the fiscal year ending on or preceding the date of
termination; (4) reimbursement for any unreimbursed expenses properly incurred
through the date of termination; and (5) all other payments or benefits to which
the Executive may be entitled under the terms of any applicable employee benefit
plan, including medical benefits, program or arrangement (collectively, the
“Accrued Benefits”). In addition, all granted but unvested Stock Awards shall
become immediately fully vested.

     

    (b)    Death. Upon the
termination of the Employment Term because of the Executive’s death, the
Executive’s estate shall be entitled to any Accrued Benefits. In addition, all
granted but unvested Stock Awards shall become immediately fully
vested.

     

    (c)    Termination for
Cause. Upon the termination of the Employment Term by the Company for
cause, the Company shall not be obligated to provide to the Executive any
Accrued Benefits, Stock Award or Base Salary whether incurred prior to or after
the Termination Date.

     

    (d)    Termination without
Cause. Upon the termination of the Employment Term by the Company without
Cause, the Company shall pay or provide to the Executive the Accrued Benefits
plus additional one (1) year of Base Salary, Stock Award and medical benefits
pursuant to Section 3 and 4 of this Agreement.

     

    (e)    Resignation for Good
Reason. In the event the Executive voluntarily terminates his employment
hereunder for Good Reason, the Company shall pay or provide to the Executive the
Accrued Benefits plus additional one (1) year of Base Salary, Stock Award and
medical benefits pursuant to Section 3 and 4 of this Agreement.

     

    (f)     Resignation other than for
Good Reason. In the event the Executive voluntarily terminates his
employment hereunder other than for Good Reason, the Company shall pay or
provide to the Executive any Accrued Benefits.

     

    7.      Change in
Control. If In
the event of an additional Change in Control*, as defined below, (i) the Company
shall pay to the Executive the Accrued Benefits and (ii) all Stock Awards set
forth in Section 3(2) herein that Executive would have been entitled to receive
through the expiration of the Employment Term, whether or not issued as of the
date of the Change in Control. Such Stock Award shall be fully vested as of the
date of the Change in Control.

     

    For the
purpose of this Agreement, a “Change in Control” shall be
deemed to have occurred if, during the term of this Agreement: (i) the
beneficial ownership of at least 50% of the Company’s voting securities or all
or substantially all of the assets of the Company shall have been acquired,
directly or indirectly by a single person or a group of affiliated persons,
other than the Executive or a group in which the Executive is a member, or (ii)
as the result of or in connection with any cash tender offer, exchange offer,
sale of assets, merger, consolidation or other business combination of the
Company with another corporation or entity and the new Board is comprised of
majority directors chosen or elected by the members of the new/combined entity
who were not members of the Company before such cash tender offer, exchange
offer, sale of assets, merger, consolidation or other business combination of
the Company with another corporation or entity.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    
 

    *This
provision shall not take effect based on the Company’s initial plan to sell 80%
of its shares
for certain leaseholds to be used in the Company’s operations.

     

    8.      No
Assignment. This
Agreement is personal to each of the Parties. Except as provided below, no Party
may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other Party hereto; provided, however, that the
Company may assign this Agreement to any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company.

     

    9.      Notices. For the purpose of this
Agreement, notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given (1) on the date
of delivery if delivered by hand, (2) on the date of transmission, if delivered
by confirmed facsimile, (3) on the first business day following the date of
deposit if delivered by guaranteed overnight delivery service, or (4) on the
fourth business day following the date delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

     

    If to the
Executive:

    Richard
MacQueen 

    681 North
Cordoba Avenue 

    Chandler,
AZ 85224

     

    
    

    If to the
Company:

    American
Standard Energy Corp.

    60 East
Rio Salado Parkway, Suite 900

    Tempe, AZ
85281

     

    
    

    With a
copy (which does not constitute a notice) to:

     

    
    

    Anslow
& Jaclin, LLP

    195 Route
9 South, Suite 204

    Manalapan,
New Jersey, 07726

    Attention:
Kristina Trauger, Esq.

    Tel.:732-409-1212

    Fax:(732)
577-1188

     

    or to
such other address as either Party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    
    

     

    10.      Protection
of the Company’s Business.

     

    (a)    Confidentiality. The
Executive acknowledges that during the course of his employment by the Company
(prior to and during the Employment Term) he has and will occupy a position of
trust and confidence. The Executive shall hold in a fiduciary capacity for the
benefit of the Company and shall not disclose to others or use, whether directly
or indirectly, any Confidential Information regarding the Company, except (i) as
in good faith deemed necessary by the Executive to perform his duties hereunder,
(ii) to enforce any rights or defend any claims hereunder or under any other
agreement to which the Executive is a party, provided that such disclosure
is relevant to the enforcement of such rights or defense of such claims and is
only disclosed in the formal proceedings related thereto, (iii) when required to
do so by a court of law, by any governmental agency having supervisory authority
over the business of the Company or by any administrative or legislative body
(including a committee thereof) with jurisdiction to order him to divulge,
disclose or make accessible such information, provided that the Executive
shall give prompt written notice to the Company of such requirement, disclose no
more information than is so required, and cooperate with any attempts by the
Company to obtain a protective order or similar treatment, (iv) as to such
Confidential Information that shall have become public or known in the Company’s
industry other than by the Executive’s unauthorized disclosure, or (v) to the
Executive’s spouse, attorney and/or his personal tax and financial advisors as
reasonably necessary or appropriate to advance the Executive’s tax, financial
and other personal planning (each an “Exempt Person”), provided, however, any
disclosure or use of Confidential Information by an Exempt Person shall be
deemed to be a breach of this Section 10 by the Executive. The Executive shall
take all reasonable steps to safeguard the Confidential Information and to
protect it against disclosure, misuse, espionage, loss and theft. The Executive
understands and agrees that the Executive shall acquire no rights to any such
Confidential Information. “Confidential Information” shall mean information
about the Company, its subsidiaries and affiliates, and their respective clients
and customers that is not disclosed by the Company and that was learned by the
Executive in the course of his employment by the Company, including, but not
limited to, any proprietary knowledge, trade secrets, data and databases,
formulae, sales, financial, marketing, training and technical information,
client, customer, supplier and vendor lists, competitive strategies, computer
programs and all papers, resumes, and records (including computer records) of
the documents containing such Confidential Information.

     

    (b)    Non-Competition.
During the Employment Term and for the one-year period following the termination
of the Executive’s employment for any reason (the “Restricted Period”), the
Executive shall not, directly or indirectly, without the prior written consent
of the Company, provide employment (including self-employment), directorship,
consultative or other services to any business, individual, partner, firm,
corporation, or other entity that competes with any business conducted by the
Company or any of its subsidiaries or affiliates on the date of the Executive’s
termination of employment or within one year of the Executive’s termination of
employment in the geographic locations where the Company and its subsidiaries or
affiliates engage or propose to engage in such business (the “Business”).
Nothing herein shall prevent the Executive from having a passive ownership
interest of not more than 5% of the outstanding securities of any entity engaged
in the Business whose securities are traded on a national securities
exchange.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    (c)    Non-Solicitation of
Employees. The Executive recognizes that he possesses and will possess
confidential information about other employees of the Company and its
subsidiaries and affiliates relating to their education, experience, skills,
abilities, compensation and benefits, and inter-personal relationships with
customers of the Company and its subsidiaries and affiliates. The Executive
recognizes that the information he possesses and will possess about these other
employees is not generally known, is of substantial value to the Company and its
subsidiaries and affiliates in developing their business and in securing and
retaining customers, and has been and will be acquired by him because of his
business position with the Company. The Executive agrees that, during the
Restricted Period, he will not, directly or indirectly, (i) solicit or recruit
any employee of the Company or any of its subsidiaries or affiliates (a “Current
Employee”) or any person who was an employee of the Company or any of its
subsidiaries or affiliates during the twelve (12) month period immediately prior
to the date the Executive’s employment terminates (a “Former Employee”) for the
purpose of being employed by him or any other entity, or (ii) hire any Current
Employee or Former Employee.

     

    (d)    Non-Solicitation of
Customers. The Executive agrees that, during the Restricted Period, he
will not, directly or indirectly, solicit or attempt to solicit (i) any party
who is a customer or client of the Company or its subsidiaries, who was a
customer or client of the Company or its subsidiaries at any time during the
twelve (12) month period immediately prior to the date the Executive’s
employment terminates or who is a prospective customer or client that has been
identified and targeted by the Company or its subsidiaries for the purpose of
marketing, selling or providing to any such party any services or products
offered by or available from the Company or its subsidiaries, or (ii) any
supplier or vendor to the Company or any subsidiary to terminate, reduce or
alter negatively its relationship with the Company or any subsidiary or in any
manner interfere with any agreement or contract between the Company or any
subsidiary and such supplier or vendor.

     

    (e)    Property. The
Executive acknowledges that all originals and copies of materials, records and
documents generated by him or coming into his possession during his employment
by the Company or its subsidiaries are the sole property of the Company and its
subsidiaries (“Company Property”). During the Employment Term, and at all times
thereafter, the Executive shall not remove, or cause to be removed, from the
premises of the Company or its subsidiaries, copies of any record, file,
memorandum, document, computer related information or equipment, or any other
item relating to the business of the Company or its subsidiaries, except in
furtherance of his duties under this Agreement. When the Executive’s employment
with the Company terminates, or upon request of the Company at any time, the
Executive shall promptly deliver to the Company all copies of Company Property
in his possession or control.

     

    (f)   
Non-Disparagement.
Executive shall not, and shall not induce others to, disparage the Company or
its subsidiaries or affiliates or their past and present officers, directors,
employees or products. “Disparage” shall mean making comments or statements to
the press, the Company’s or its subsidiaries’ or affiliates’ employees or any
individual or entity with whom the Company or its subsidiaries or affiliates has
a business relationship which would adversely affect in any manner (1) the
business of the Company or its subsidiaries or affiliates (including any
products or business plans or prospects), or (2) the business reputation of the
Company or its subsidiaries or affiliates, or any of their products, or their
past or present officers, directors or employees.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (g)    Cooperation. Subject
to the Executive’s other reasonable business commitments, following the
Employment Term, the Executive shall be available to cooperate with the Company
and its counsel and provide information with regard to any past, present, or
future legal matters which relate to or arise out of the business the Executive
conducted on behalf of the Company and its subsidiaries and affiliates, and,
upon presentation of appropriate documentation, the Company shall compensate the
Executive for any out-of-pocket expenses reasonably incurred by the Executive in
connection therewith.

     

    
    

    (h)    Equitable Relief and Other
Remedies. The Executive acknowledges and agrees that the Company’s
remedies at law for a breach or threatened breach of any of the provisions of
this Section 10 would be inadequate and, in recognition of this fact, the
Executive agrees that, in the event of such a breach or threatened or attempted
breach, in addition to any remedies at law, the Company, without posting any
bond, shall be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction
or any other equitable remedy which may then be available. In addition, without
limiting the Company’s remedies for any breach of any restriction on the
Executive set forth in this Section 10, except as required by law, the Executive
shall not be entitled to any payments set forth in Section 6 hereof if the
Executive has breached the covenants applicable to the Executive contained in
this Section 10, the Executive will immediately return to the Company any such
payments previously received under Section 6 upon such a breach, and, in the
event of such breach, the Company will have no obligation to pay any of the
amounts that remain payable by the Company under Section 6.

     

    (i)     Reformation. If it is
determined by a court of competent jurisdiction in any state that any
restriction in this Section 10 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted by the law of that state.
The Executive acknowledges that the restrictive covenants contained in this
Section 10 are a condition of this Agreement and are reasonable and valid in
temporal scope and in all other respects.

     

    (j)   
 Liability.
Notwithstanding the provisions in this Section 10, the Executive shall not be
liable for any mistakes of fact, errors of judgment, for losses sustained by the
Company or any subsidiary or for any acts or omissions of any kind, unless
caused by the negligence or willful or intentional misconduct of the Executive
or any person or entity acting for or on behalf of the Executive.

     

    (k)   
Survival of
Provisions. The obligations contained in this Section 10 shall survive in
accordance with their terms the termination or expiration of the Executive’s
employment with the Company and shall be fully enforceable
thereafter.

     

    11.               Indemnification. The Executive shall be
indemnified to the extent permitted by the Company’s organizational documents
and to the extent allowed by law. The Company shall continue to carry Director’s
and Officer’s Liability Insurance in accordance with that which has been
approved by the Company’s Board in such amounts and at limits no less than the
current policy limits and amounts now in effect.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    12.               Section
Headings and Interpretation. The section headings
used in this Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement. Expressions
of inclusion used in this agreement are to be understood as being without
limitation.

     

    13.               Severability. The provisions of this
Agreement shall be deemed severable and the invalidity of unenforceability of
any provision shall not affect the validity or enforceability of the other
provisions hereof.

     

    14.               Counterparts. This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
Agreement.

     

    15.               Governing
Law and Venue. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the state of Arizona without regard to its conflicts of law
principles. The Parties agree irrevocably to submit to the exclusive
jurisdiction of the courts located in the state of Arizona, for the purposes of
any suit, action or other proceeding brought by any Party arising out of any
breach of any of the provisions of this Agreement and hereby waive, and agree
not to assert by way of motion, as a defense or otherwise, in any such suit,
action, or proceeding, any claim that it is not personally subject to the
jurisdiction of the above-named courts, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper, or that the provisions of this Agreement may not be
enforced in or by such courts.

     

    16.               Entire
Agreement. This
Agreement contains the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral, with
respect thereto. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which is not expressly set forth in this Agreement.

     

    17.        Waiver
and Amendment. No provision of this
Agreement may be modified, amended, waived or discharged unless such waiver,
modification, amendment or discharge is agreed to in writing and signed by the
Executive and such officer or director as may be designated by the Board. No
waiver by either Party at any time of any breach by the other Party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other Party shall be deemed a waiver or similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.

     

    18.        Withholding. The Company may withhold
from any and all amounts payable under this Agreement such federal, state, local
and foreign taxes as may be required to be withheld pursuant to any applicable
law or regulation.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    19.     
Authority
and Non-Contravention. The Executive represents
and warrants to the Company that he has the legal right to enter into this
Agreement and to perform all of the obligations on his part to be performed
hereunder in accordance with its terms and that he is not a party to any
agreement or understanding, written or oral, which could prevent him from
entering into this Agreement or performing all of his obligations
hereunder.

     

    [Intentionally
Blank Signature Page Follows]

     

    IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the date first written
above.

    


    
      
        
          
            	 
      	
                    AMERICAN
      STANDARD ENERGY CORP.

                  
	 
      	 
      
	 
      	
                    /s/
      Scott
      Feldhacker

                  
	 
      	
                    By:
      Scott Feldhacker

                  
	 
      	
                    Title:
      Chief Executive Officer

                  
	 
      	 
      
	 
      	
                    RICHARD MACQUEEN
      – EXECUTIVE

                  
	 
      	 
      
	 
      	
                    /s/ Richard
      MacQueen

                  
	 
      	
                    By:
      Richard MacQueen

                  


          

        

      

    

     

    
      
         


      

      
        11