EXHIBIT 10.3
                              Employment Agreement

                                Jeffrey L. Minch
                  President, Chief Executive Officer, Director

                                 1 January 2009


This Employment Agreement is made to be effective 1 January 2009 by and between

     Littlefield Corporation ("Littlefield Corporation" or the "Company") and

     Jeffrey L. Minch ("Minch" or the "Employee")

and, except as specifically set forth in this Agreement, supersedes the previous
Employment Agreement between the parties, a copy of which is attached as Exhibit
A.

WHEREAS,  Littlefield  Corporation and Minch currently have an employer-employee
relationship which expired on 31 December 2008; and,

WHEREAS,  Littlefield  Corporation  and Minch mutually desire to enter into this
new written Employment Agreement ("Agreement") upon the terms and conditions set
forth herein.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements
contained herein, Littlefield Corporation and Minch hereby agree as follows:


                                    POSITION

     Title.  The Company  hereby  appoints  Minch,  and Minch hereby accepts the
Company's senior  management  position as President and Chief Executive  Officer
reporting only to the Board of Directors of the Company.

     Duties.  In the  performance  of his duties Minch agrees to comply with all
existing and future  regulations  applicable  to the Company's  business.  Minch
agrees to faithfully and  diligently  perform the duties  commensurate  with his
position as set forth in the Company's Bylaws together with such other duties as
the Board of Directors may reasonably designate from time to time.

     Exclusive Services. Minch will devote substantially all of his professional
time to the  responsibilities  of his position as President and Chief  Executive
Officer of the Company. It is understood and agreed that Minch may not engage in
any other business activity during the Term,  whether or not for profit or other
remuneration,  without  the prior  written  consent  of the  Company;  provided,
however,  that the Employee may make personal financial investments which do not
involve  any  material  active  participation  on his  part,  and may  engage in
charitable,  philanthropic,  education,  religious,  civic and similar  types of
activities  to the  extent  that such  activities  do not  hinder  or  otherwise
interfere  with the business of the Company,  or the  performance  of his duties
under this Agreement.  The Company  acknowledges that Minch is actively involved
in other  philanthropic,  civic,  charitable,  service,  political  and personal
interests  including  but  not  limited  to  serving  as a  Trustee  of the  VMI
Foundation;  Austin  Midnight  Basketball,  the VMI  Alumni  Association  Centex
Chapter,  and other  organizations.  Notwithstanding  the foregoing,  during the
Term,  Minch  shall not  directly  or  indirectly  acquire  any stock  (with the
exception  of  publicly  held   companies)  or  interest  in  any   corporation,
partnership,  or other business  entity that  competes,  directly or indirectly,
with the business of the Company, without obtaining the prior written consent of
the Company.

     Director.  The Company  agrees to nominate  Minch annually as a Director of
the  Company  during  the Term of this  Agreement.  Minch  agrees  to serve as a
Director of the Company  during the Term of this  Agreement,  if elected.  Minch
will  receive no  additional  compensation  for his service as a Director of the
Company.


<PAGE>

                             COMPENSATION & BENEFITS

     Salary.  The Company will pay to Minch,  in  accordance  with the customary
payroll practices of the Company, a Salary of $20,000.00 monthly,  which equates
to  $240,000.00  annually.  Salary  will be  reviewed  annually  by the Board of
Directors,  using  whatever  objective  criteria  they shall decide upon,  on or
before 31 December of each calendar year.

     Deferred Compensation.

           The Company will create a "Deferred  Compensation"  account  for  the
benefit  of  Minch  and  shall  deposit  into  this  account  monthly   Deferred
Compensation in the amount of $2,000 per month. In addition, Minch may designate
any  amount up to  $50,000  annually  of his  Salary to be  deposited  into this
Deferred Compensation account.

           The Deferred Compensation account will be a stock  brokerage  account
held at Charles  Schwab in Austin,  Texas and Minch will have the sole authority
to make trades in the account (not including any margin or option trading).

           During the Term of this Agreement,  the Deferred Compensation account
will be an asset of the Company and will be liable to claims of  creditors  as a
Company asset. The Deferred Compensation account will be delivered to Minch upon
the termination of his employment with the Company;  or, at such earlier date at
the complete discretion of the Board of Directors.

     Discretionary  Performance  Bonus.  The Board of Directors  will present an
annual  written  performance  appraisal  of  the  performance  of  Minch  in the
discharge of his duties  during the prior fiscal year.  This annual  performance
appraisal  will be the basis,  in part,  for the  consideration  by the Board of
Directors of whether to award Minch a discretionary  performance  bonus,  and if
so, in what  amount.  The annual  performance  appraisal  will take place within
fifteen  (15)  days  following  the  filing of the  Company's  Form 10K with the
Securities and Exchange  Commission,  and any  discretionary  performance  bonus
awarded will be paid in the second quarter. For any partial year of performance,
the Board of  Directors  may within its sole  discretion  elect to award Minch a
pro-rated performance bonus.

     Stock Options.

           At the first meeting of the Board of Directors Compensation Committee
that takes place after the execution of this  Agreement,  Minch shall be granted
an option to purchase up to 900,000  shares of common stock at a purchase  price
of 110% of the fair market  value of the  Company's  common stock on the date of
grant  (determined  according  to  110%  of  the  closing  market  price  of the
Company's,  common  stock  on the  OTCBB  on the  date  of  grant),  vesting  in
accordance with the following schedule.

     Amount:           options to purchase 900,000 shares of common stock

     Vesting:          Options for 300,000 shares - 31 December 2009
                       Options for 300,000 shares - 31 December 2010
                       Options for 300,000 shares - 31 December 2011

           The options shall expire if not  exercised  on  or  before 5:00 p.m.,
Austin, Texas, time, on 31 December 2018.

           The  stock  options  granted  would be  based upon the Company having
approximately  17,937,600 shares outstanding of an authorized 40,000,000 shares.
In the event that the Company  should  issue more shares  (i.e.  more shares are
"outstanding"),  then the amount of the stock  award (both  vested and  unvested
shares) shall be proportionately  increased to maintain the same relationship as
900,000 bears to 17,937,600.

           In the event that the Employee is  terminated for Cause under Section
0 or the Employee  voluntarily  terminates  this Agreement  under Section 0, all
options  granted  under this Section  which have not yet vested shall  terminate
immediately.

           The form of option agreement to be entered between the  Employee  and
Company is attached to this  Agreement and  incorporated  herein by reference as
Exhibit B.


<PAGE>

     Benefits.  Minch will be  entitled  to  receive  the same  benefits  as all
Company  employees  who are  similarly  situated  with the exception of vacation
benefits.  Minch shall be entitled to take up to 25 paid vacation days per year.
Vacation will be taken only at times which will not disrupt the normal  business
activities of the Company.  Unused vacation will not carry over to the following
year and will not be paid upon separation from employment.

     Expense Reimbursement.

           The  Company  will  reimburse  Minch  for  all reasonable,  necessary
and  appropriate  business  expenses  incurred  on  behalf of the  Company  upon
presentation  of proper  expense  statements  or vouchers or such other  written
supporting  documents as the Company may reasonably  require.  In addition,  the
Company will provide  Minch with an American  Express  credit card to be used by
him solely for legitimate Company expenses.

           In addition,  the Company shall  reimburse  Minch  for  any  business
related  travel in his personal  airplane by paying the  prorated  cost of fuel,
routine  maintenance  (oil changes and annual  inspection  but not including any
replacement of aircraft systems), insurance and hanger fees. .

           Minch shall be entitled to make unlimited personal phone calls during
and after business hours.

     Executive  Assistant.  The Company will employ an executive  assistant  who
reports to Minch whose duties shall include providing  administrative support to
Minch  in the  discharge  of his  duties  for  the  Company,  in his  civic  and
philanthropic  activities,  as  well  as in the  management  of  his  individual
financial and business affairs.  At all times this employee shall be an employee
of Littlefield Corporation.


                               TERM & TERMINATION

     Term. The "Term" of this Agreement will commence on 1 January 2009 and will
automatically terminate on 31 December 2011 unless extended or terminated sooner
as provided for herein.  This Agreement shall be  automatically  extended during
any time period in which its provisions are being renegotiated.

     Termination  of Minch for  "Cause." The Company may  immediately  terminate
this  Agreement  for  "Cause"  upon  a vote  by the  majority  of the  Board  of
Directors. "Cause" for termination shall exist upon:

           Employee's  willful and  continued failure after  written  notice  to
substantially  perform  his duties with the  Company  (other  than such  failure
resulting from his incapacity due to physical or mental illness or disability);

           Employee's willful engagement in misconduct, as reasonably determined
by a majority vote of the Board of Directors,  which is materially  injurious to
the Company; or,

           Employee's  conviction  of either a felony or an act of fraud against
the Company or its affiliates.

           Upon termination for Cause,  Minch  shall  not  be eligible  for  the
"Severance Package" (defined in Section 0).

     Termination  of  Minch  Without  Cause.  The  Company  may  terminate  this
Agreement  without  Cause upon a vote by the  majority of the Board of Directors
and  ninety  (90) days  written  notice of such  termination.  Upon  termination
without Cause, Minch will receive the Severance Package.

     Termination  by Minch.  Minch may terminate  this  Agreement on or after 31
December  2009,  in his sole  and  absolute  discretion,  by  delivering  to the
Chairman  of the Board of  Directors  a ninety  (90) day  written  notice.  Upon
termination by Minch, Minch will not receive the Severance Package.

     Termination  for Good Reason.  Employee may  terminate his  employment  for
"Good Reason" within sixty (60) days after Employee has actual  knowledge of the
occurrence,  without the written consent of Employee, of the Company's requiring
the  Employee to be based at any office or  location  more than fifty (50) miles
away from that at which the Employee is based as of the date of this  Agreement;
provided,  however,  the Company may require  travel in the  performance  of the
Employee's  responsibilities;  a material and adverse  diminution  of Employee's
authority  or duties  with  respect to his  current  position  (other  than such
diminution  as a result of his  incapacity  due to physical,  mental  illness or
Disability);  a decrease in Employee's  compensation below the Base Salary. Upon
termination for Good Reason, Employee will receive the Severance Package.


<PAGE>

     Change of Control.

           In the event that the Company undergoes a  "Change of Control,"  this
Agreement  shall  automatically  terminate and Minch shall receive the Severance
Package. A "Change of Control" occurs if:

                 there is a consummation of a merger or sale in which the
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     Company's then current stockholders do not retain at least 50% of the
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     surviving entity's stock;
     -------------------------

                 there is an acquisition of more than 50% of the voting stock by
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     a single stockholder or multiple shareholders acting in concert;
     ----------------------------------------------------------------

                 There is an acquisition by any one party, or by one or more
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     affiliated parties, as defined in Rule 12b-2 under the Securities Exchange
     --------------------------------------------------------------------------
     Act of 1934, of more than 50% of the outstanding voting stock of the
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     Company;
     --------

                 there is a consummation of a sale of more than fifty percent
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     (50%) of the  Company's assets; or
     ----------------------------------

                 there is a finalization of the Company's liquidation.
                 -----------------------------------------------------

           If the  Change  of  Control  will result in the selling  shareholders
receiving  consideration  in any form equal to or greater  than $2.25 per share,
the Company  will issue  500,000  shares of common stock to Minch (or such other
party as he may designate) prior to the consummation of the transaction.

     Death or Disability.  In the event of the death or  "Disability"  of Minch,
this Agreement shall automatically terminate and Minch shall be eligible for the
Severance Package. A "Disability" occurs when Minch shall be unable by reason of
physical or mental  illness to  continue  the proper  performance  of his duties
hereunder for a period of 180 consecutive days. Upon death, any and all payments
due under this Agreement shall be made to:

     Tempe C. Minch
     1402 Ethridge Avenue
     Austin, Texas 78703

     Effect of Termination.

           In the event of termination of  Minch's  employment,   regardless  of
circumstances, the Company shall pay Minch:

                 his then current Salary, accrued as of his last date of
                 -------------------------------------------------------
     employment;
     -----------

                 all monies, if any, in the Deferred Compensation account; and
                 -------------------------------------------------------------

                 any properly documented business expenses not yet reimbursed.
                 -------------------------------------------------------------

           In addition,  if  the  circumstances of the  termination  make  Minch
eligible for a Severance Package, then Minch shall receive a "Severance Package"
to include:

                 Twelve (12) months of his then current monthly Base Salary plus
                 ---------------------------------------------------------------
     all Company benefits included in this Agreement payable in cash, less
     ---------------------------------------------------------------------
     applicable payroll deductions;
     ------------------------------

                 The value of Minch's Deferred Compensation Account or the
                 ---------------------------------------------------------
     securities and cash held in the Deferred Compensation Account; and
     ------------------------------------------------------------------

                 All unvested stock options promised or granted to Minch shall
                 -------------------------------------------------------------
     become fully vested.
     --------------------

           Termination of employment  shall  not  excuse the performance of  any
obligation which is required  hereunder to be performed after  termination,  and
any such  obligation  shall  survive  the  termination  of  employment  and this
Agreement.


<PAGE>

     Return of Property.  Upon termination of employment,  and at the request of
the  Company,  Minch  agrees to promptly  deliver to the Company all  memoranda,
notes,  records,  reports,  manuals,  drawings,  designs,  computer files in any
media, and other documents  (including  extracts and copies thereof) relating to
the Company,, and Minch expressly agrees that Company may withhold from any sums
due to him, any personal expenses charged to the Company.


                     CONFIDENTIALITY & RESTRICTIVE COVENANTS

     Detrimental Statements. For so long as this Agreement remains in effect and
for a period of 12 months after the date of  termination  or  expiration of this
Agreement,  whether  with or without  cause or for any reason  (the  "Applicable
Period"),  Employee  will not,  directly or  indirectly,  in any  individual  or
representative  capacity  whatsoever,  make any statement,  oral or written,  or
perform any act or omission  which is or could be  detrimental  in any  material
respect to the  goodwill  of  Company,  and the  Company  will not,  directly or
indirectly,  in any individual or representative  capacity whatsoever,  make any
statement,  oral or written, or perform any act or omission which is or could be
detrimental in any material respect to the goodwill of Employee.

     Confidential information.

           Covenant of Confidentiality.

                 The Company promises to provide,  and  Employee recognizes  and
     acknowledges that he will be provided,  confidential  information and trade
     secrets  of  Company  relating  to  research,  development,  manufacturing,
     marketing,   financial,  and  other  business-related   activities  or  may
     discover,  conceive,  perfect,  or develop,  solely or jointly with others,
     discoveries,  improvements,  know-how,  or other technical,  manufacturing,
     marketing,  customer,  and/or  financial data and  information,  including,
     without  limitation,  access to  information  regarding  the  upgrading  of
     current  Company  products and services and the development of new products
     and services (hereinafter "Confidential Information").

                 Confidential Information includes not only written information,
     but information  transferred  orally,  visually,  electronically  or by any
     other means, but does not include  information  which (i) is or was already
     in the  possession of Employee  prior to its  disclosure to Employee by the
     Company, (ii) is or becomes generally available to the public other than as
     a result of disclosure in breach of this Agreement by Employee, or (iii) is
     or becomes available to Employee on a non-confidential  basis from a source
     other than the Company or any of its  representatives,  provided  that such
     information  is  not  known  by  the  Employee  to be  subject  to  another
     confidentiality agreement or other legal obligation of secrecy.

                 Such  Confidential Information constitutes  valuable,  special,
     and unique property of Company. In consideration of the Company's provision
     of such Confidential Information, Employee will not, during or for one year
     after the term of his  employment by Company,  make any use of, or disclose
     any of such  Confidential  Information to any person or firm,  corporation,
     association,  or other entity for any reason or purpose whatsoever,  except
     as is  generally  available  to the  public or as  specifically  allowed in
     writing by an authorized representative of Company.

           Ownership. Employee acknowledges and agrees that all writing or works
of authorship,  including material developed by Employee either  individually or
jointly with other Company employees during the course of Employee's  employment
by the  Company,  together  with any  copyrights  in those  writings or works of
authorship,  will be works made for hire and the property of the Company. To the
extent that any such writings or works of authorship which apply to the business
of the  Company  may not,  by  operation  of law,  be works made for hire,  this
agreement  constitutes an  irrevocable  assignment by Employee to the Company of
all of his  rights,  title  and  interest  in and to,  including  all  rights of
copyright and patent in, such writings or works of authorship.  Employee  agrees
that the  Company  will have the right to obtain and hold in its own name rights
of copyright, copyright registrations, patents and similar protections which may
be available in the writings or works of authorship. Employee agrees to give the
Company or its  designee(s) all assistance  reasonably  required to perfect such
rights at the Company's expense.

           Return of Confidential Information. Upon the  expiration of the  term
or  termination  of this  Agreement for any reason,  Employee will  surrender to
Company all tangible Confidential Information in the possession of, or under the
control of, Employee,  including, but without limitation,  the originals and all
copies of all software, drawings, manuals, letters, reports, and all other media
(except for the Employee's  personal  notebooks),  material,  and records of any
kind, and all copies thereof pertaining to Confidential  Information acquired or
developed by Employee  during the term of Employee's  employment  (including the
period preceding the Effective Date).


<PAGE>

     Non-Solicitation.  During the term of this  Agreement  and  throughout  the
Applicable  Period  Employee  shall  not,  individually  or on behalf of another
person, company, or other entity,  directly or indirectly,  solicit or encourage
any employee of the Company or any  affiliate of the Company to terminate his or
her employment with the Company.

     Restrictions;  Non-Competition.  The  restrictions  on use of  confidential
information,  competition with the Company, and solicitation of employees on the
part of Minch, contained in the Section of the Employment Agreement effective as
of January 1, 2005  (attached for  reference  purposes only as Exhibit A), shall
not be affected by the entry of this  agreement but shall continue in full force
and effect.

     Remedies.  Employee  agrees that  Company  shall be entitled as a manner of
right to an injunction,  out of any court of competent jurisdiction  restraining
any violation or further violation of such agreements by Employee; such right to
an  injunction,  however,  shall be cumulative and in addition to whatever other
remedies Company may have. The terms and agreements set forth in Article 4 shall
survive the  expiration  of the term or  termination  of this  Agreement for any
reason.  The  existence of any claim of  Employee,  whether  predicated  on this
Agreement or otherwise,  shall not  constitute a defense to the  enforcement  by
Company  of the  agreements  contained  in Article  4. The  prevailing  party in
arbitration  will  be  awarded  attorneys'  fees,  all  costs  and  expenses  of
arbitration,  the  arbitration  filing  fee and the  cost  and  expenses  of the
arbitrator. No consequential, exemplary or punitive damages shall be awarded.


                               DISPUTE RESOLUTION

     Minch  and the  Company  mutually  consent  to the  resolution  by  binding
arbitration  of any  and all  disputes  between  them  during  the  Term of this
Agreement and any applicable period thereafter. Such arbitration shall be before
a single  arbitrator  to be  mutually  selected  by the  parties or, if they are
unable  to  agree  upon  a  single  arbitrator,   by  the  American  Arbitration
Association.   The  arbitration  shall  be  conducted  in  accordance  with  the
then-current  rules of the American  Arbitration  Association  (the "AAA").  The
arbitrator  shall abide by applicable  substantive law, shall have the authority
to grant summary judgment,  and shall issue a written decision and award stating
the supporting reasons. The decision and award shall be final,  unappealable and
binding on both parties, their heirs, executors, administrators, successors, and
assigns. The arbitration filing fee and the costs and expenses of the arbitrator
shall be borne equally by the parties.  The prevailing party in arbitration will
be  awarded  attorney's  fees,  all  costs  and  expenses  of  arbitration,  the
arbitration  filing  fee and the  cost and  expenses  of the  arbitrator  but no
consequential or punitive damages shall be awarded.


                               GENERAL PROVISIONS

     Entire  Agreement.  This  Agreement  is the entire  agreement  between  the
Company and Minch and  supersedes  all prior  agreements  between  the  parties,
except for the restrictions on use of confidential information, competition with
the Company,  and  solicitation of employees on the part of Minch,  contained in
Exhibit A, which remain in effect.  This Agreement may not be changed,  modified
or amended in any manner except by an instrument in writing  signed by Minch and
the Company.

     Assignment.  This  Agreement  may not be  assigned by the Company or Minch.
This  Agreement  shall be binding  upon and inure to the  benefit of the parties
only and their respective successors, heirs and legal representatives.

     Governing  law. This Agreement will be governed by the laws of the State of
Texas.

     Notices.  Notices will be considered delivered when hand delivered or three
(3) business  days after being  deposited in the United  States mail  Registered
Return Receipt Requested addressed to the following:

     Littlefield Corporation                 Jeffrey L Minch
     2501 North Lamar Boulevard              1402 Ethridge Avenue
     Austin, Texas 78705                     Austin, Texas 78703

     Severability. If one or more of the provisions of this Agreement are deemed
voided or otherwise  unenforceable  by law, then the remaining  provisions  will
continue in full force and effect.


<PAGE>

     Indemnification. The Company will unconditionally and irrevocably indemnify
and hold harmless Minch, to the maximum extent  permissible by law, from any and
all costs or expenses, as incurred,  from any actions or omissions by him in the
course of his employment by Littlefield Corporation including the payment of any
sums guaranteed by Minch to third parties.

     Time. In all matters related to this Agreement, time is of the essence.

IN WITNESS  WHEREOF,  Littlefield  Corporation and Jeffrey L Minch have executed
this Agreement to be effective as of 1 January 2009.


     LITTLEFIELD CORPORATION               JEFFREY L. MINCH


     /s/ Carlton Williams, Jr.             /s/ Jeffrey L. Minch
     Chairman of the Board
     Littlefield Corporation

     Date:__________, 2009                 Date:__________, 2009