EMPLOYMENT SERVICES AGREEMENT


 


This Employment Services
Agreement (the “Agreement”) is entered into as of the 19th day of September, 2011, by and between MESA ENERGY
HOLDINGS, INC., a Delaware corporation, with a business address of 5220 Spring Valley
Rd., Suite 525, Dallas, TX 75254  (the “Company”), and Rachel L. Dillard, an individual residing
at 6508 Kingsbury Drive, Dallas, TX 75231 (“Executive”). 


 


INTRODUCTION


 


WHEREAS, the Company
is in the oil and gas exploration and development business (the “Business”); and


 


WHEREAS, the Executive
desires to be employed by the Company as its Chief Financial Officer and the Company wishes to continue to employ the Executive
in such capacity subject to the terms of this Agreement;


 


AGREEMENT


NOW, THEREFORE, in
consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


1.            Employment
Period. The term of the Executive’s employment by the Company pursuant to this Agreement (the “Employment Period”)
shall commence upon the date hereof (the “Effective Date”) and shall continue for a period of twelve (12) calendar
months from the Effective Date. Thereafter, the Employment Period shall automatically renew for successive periods of one (1) year
each, unless either party shall have given to the other at least thirty (30) days’ prior written notice of their intention
not to renew the Executive’s employment prior to the end of the Employment Period or the then applicable renewal term, as
the case may be. In any event, the Employment Period may be terminated as provided herein.


 


2.            Employment;
Duties.


 


(a)          General.         Subject
to the terms and conditions set forth herein, the Company shall employ the Executive to act as the Chief Financial Officer of the
Company during the Employment Period, and the Executive hereby accepts such employment. The duties and responsibilities of the
Executive shall include such duties and responsibilities appropriate to such office as the Company’s Board of Directors (the
“Board”) may from time to time reasonably assign to Executive, with such authority and responsibilities, including
Company-wide executive, administrative and finance functions as are normally associated with and appropriate for such position.


 



    	 



    	 



    

 


(b)          Executive
recognizes that during the period of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company,
and Executive will use Executive's good faith efforts to promote and develop the business of the Company and its subsidiaries (the
Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”).
Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services
as the Chief Executive Officer of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement
of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties
under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies
and procedures established by the Company and the industry from time to time.


 


(c)          However,
the parties agree that: (i) Executive may devote a reasonable amount of her time to civic, community, or charitable activities
and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company,
as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii)
Executive may participate as a non-employee director and/or investor in other companies and projects as described by Executive
to the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful
performance of her duties to the Company.


 


(d)          Place
of Employment.          The Executive’s services shall be performed at the
Company’s offices located in Dallas, Texas, any other locus where the Company now or hereafter has a business facility and
at any other location where Executive’s presence is necessary to perform her duties. The parties acknowledge, however, that
the Executive may be required to travel in connection with the performance of her duties hereunder.


 


3.          Base
Salary. The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate of $112,000
per year (the “Base Salary”). Once the Board has established the Base Salary, such Base Salary may be increased
on each anniversary of the Effective Date, at the Board’s sole discretion. The parties expressly agree that what the Executive
receives now or in the future, in addition to the regular Base Salary, whether this be in the form of benefits or regular or occasional
aid/assistance, such as recreation, club memberships, meals, education for her or her family, vehicle, lodging or clothing, occasional
bonuses or anything else he receives, during the Employment Period and any renewals thereof, in cash or in kind, shall not be deemed
as salary. However, because the Company is a public company subject to the reporting requirements of, inter alia, the US Securities
and Exchange Commission, both parties acknowledge that the Executive’s annual compensation (as determined by the rules of
the SEC or any other regulatory body or exchange having jurisdiction), which may include some or all of the foregoing, may be required
to be publicly disclosed.


 


4.          Bonus.
(a) The Company may pay the Executive an annual bonus (the “Annual Bonus”), at such time and in such amount
as may be determined by the Board in its sole discretion. The Board may or may not determine that all or any portion of the Annual
Bonus shall be earned upon the achievement of operational, financial or other milestones (“Milestones”) established
by the Board and that all or any portion of any Annual Bonus shall be paid in cash, securities or other property.


 


(b) The Executive shall
be eligible to participate in any other bonus or incentive program established by the Company for executives of the Company.         


 



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5.            Other
Benefits


 


(a)          Insurance
and Other Benefits. During the Employment Period, the Executive and her dependents shall be entitled to participate in the
Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the
“Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s
other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established
by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of
this Agreement shall control.


 


(b)          Vacation.
During the Employment Period, the Executive shall be entitled to an annual vacation of at least 15 working days.


 


(c)          Expense
Reimbursement. The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment
expenses incurred or paid by the Executive during the Employment Period in the performance of Executive’s services
under this Agreement, provided that the Executive furnishes to the Company appropriate documentation required by the Internal Revenue
Code in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the Company
may from time to time reasonably request.


  


(d)          Restricted
Stock Grant. The Company hereby grants to the Executive a restricted stock award under its 2009 Equity Incentive Plan (in accordance
to the terms and conditions set forth in a restricted stock agreement to be provided to the Executive separately) in the amount
of 1,000,000 shares of the Company’s common stock, vesting in accordance with the following schedule, assuming the Executive
is then employed with the Company: 100,000 shares on December 19, 2011; 200,000 additional shares on March 19, 2012; 200,000 additional
shares on September 19, 2012; 200,000 additional shares on March 19, 2013; and 300,000 additional shares on September 19, 2013.
In the event of a Change of Control (defined below) or Randy Griffin terminates his status (or is terminated) as an executive officer
of the Company, all of the unvested shares will immediately become vested.


 


6.            Termination;
Compensation Due. The Executive's employment hereunder may terminate, and the Executive’s right to compensation
for periods after the date the Executive’s employment with the Company terminates shall be determined, in accordance
with the provisions of paragraphs (a) through (e) below:


 


(a)          Voluntary
Resignation; Termination without Cause.


 


(i)
Voluntary Resignation.         The Executive may terminate her employment at
any time upon thirty (30) days prior written notice to the Company. In the event of the Executive’s voluntary termination
of her employment other than for Good Reason (as defined below), the Company shall have no obligation to make payments to the Executive
in accordance with the provisions of Sections 3 or 4 above, except as otherwise required by this Agreement or by applicable law,
or to provide the benefits described in Section 5 above, for periods after the date on which the Executive's employment with the
Company terminates due to the Executive 's voluntary termination, except for the payment of the Base Salary accrued through the
date of such resignation.


 



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(ii)
Termination without Cause. The Company may terminate the Executive’s employment
with the Company at any time with or without cause, by delivery to the Executive of a written notice of termination from the Chief
Executive Officer of the Company.


 


(A)    If
the Executive’s employment is terminated by the Company without Cause, the Company shall (x) continue to pay the Executive
the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until
the end of the Severance Period (as defined in Section 6(e) below), (y) with respect to the Annual Bonus, to the extent the Milestones
are achieved, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment
Period on the date such Annual Bonus would have been payable to the Executive had the Executive
remained employed by the Company, and (z) pay any other accrued compensation and Benefits. The Executive shall
not have any further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination
of employment. 


 


(B)    If,
following a termination of employment without Cause, the Executive breaches the provisions of Sections 7 or 8 hereof, the
Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 6 (a)(ii),
and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.


 


 


(b)          Discharge
for Cause. Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause”
if any of the following events shall occur:


 


(i)          any
act or omission that constitutes a material breach by the Executive of any of her obligations under this Agreement;


 


(ii)         the
willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of her as an
employee of the Company;


 


(iii)        the
Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty
or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;


 


(iv)         the
Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement),
violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that
is injurious to the Company or any of its Affiliates;


 


(v)          the
Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable
to the Company;


 



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(vi)         the
Executive’s refusal to follow the directions of the Board;


 


(vii)        any
other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates, or


 


(viii)      the
Executive’s breach of her obligations under Section 8 or Section 10 of this Agreement.


 


In the event the Executive
is terminated for Cause, the Company shall have no obligation to make payments to the Executive in accordance with the provisions
of Sections 3 or 4 above, or, except as otherwise required by law, to provide the benefits described in Section 5 above, for periods
after the Executive's employment with the Company is terminated on account of the Executive's discharge for Cause except for the
then applicable Base Salary accrued through the date of such termination.


 


(c)          Disability.
The Company shall have the right, but shall not be obligated to terminate the Executive's employment hereunder in the event
the Executive becomes disabled such that she is unable to discharge her duties to the Company for a period of ninety
(90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period, provided longer
periods are not required under applicable local labor regulations (a "Permanent Disability"). In the event of
a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the Executive
in an amount equal to the then applicable Base Salary for the Severance Period (as defined below) after the Executive’s
employment with the Company is terminated due to a Permanent Disability. A determination of a Permanent Disability shall be made
by a physician satisfactory to both the Executive and the Company; provided, however, that if the Executive and the
Company do not agree on a physician, the Executive and the Company shall each select a physician and those two physicians together
shall select a third physician, whose determination as to a Permanent Disability shall be binding on all parties.


 


(d)          Death.
The Executive's employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation
to make payments to the Executive in accordance with the provisions of Sections 3 or 4 above, or, except as otherwise required
by law or the terms of any applicable benefit plan, to provide the benefits described in Section 5 above, for periods after the
date of the Executive's death except for then applicable Base Salary earned and accrued through the date of death, payable to the
Executive or her heirs, successors, or assigns.


 


(e)          Termination
for Good Reason. The Executive may terminate this Agreement at any time for Good Reason.
In the event of termination under this Section 6(e), the Company shall pay to the Executive severance
in an amount equal to the then applicable Base Salary for a period equal to one month (the “Severance Period”),
subject to the Executive’s continued compliance with Sections 7 and 8 of this Agreement
for the applicable Severance Period following the Executive’s termination, and subject to the Company’s regular payroll
practices and required withholdings. Such severance shall be reduced by any cash remuneration paid to the Executive because of
the Executive’s employment or self-employment during the Severance Period. The Executive shall continue to receive all Benefits
during the Severance Period. The Executive shall not have any further rights under this Agreement or
otherwise to receive any other compensation or benefits after such resignation. For the purposes of this Agreement, “Good
Reason” shall mean any of the following (without Executive’s express written consent):


 



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(i) the assignment
to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that
he assumed on the Effective Date;


 


(ii) removal
of the Executive from her position as Chief Financial Officer, or the assignment to the Executive of duties that are significantly
different from, and that result in a substantial diminution of, the duties that she assumed as Chief Financial Officer,
within twelve (12) months after a Change of Control (as defined below);


 


(iii) a
reduction by the Company in the then applicable Base Salary or other compensation, unless said reduction is pari passu with other
senior executives of the Company;


 


(iv)
the taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits, unless
said reductions are pari passu with other senior executives of the Company; or 


 


(v) a
breach by the Company of any material term of this Agreement that is not cured by the Company within 30 days following receipt
by the Company of written notice thereof.


  


For purposes of this
Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation,
whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of 50% or more of the shares of the outstanding equity securities
of the Company, (ii) a merger or consolidation of the Company in which the Company does not survive as an independent company
or upon the consummation of which the holders of the Company’s outstanding equity securities prior to such merger or consolidation
own less than 50% of the outstanding equity securities of the Company after such merger or consolidation, or (iii) a sale
of all or substantially all of the assets of the Company; provided, however, that the following acquisitions shall not constitute
a Change of Control for the purposes of this Agreement: (A) any acquisitions of common stock or securities convertible into common
stock directly from the Company, or (B) any acquisition of common stock or securities convertible into common stock by any employee
benefit plan (or related trust) sponsored by or maintained by the Company.


 



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(f)    Notice
of Termination.    Any termination of employment by the Company or the Executive shall be communicated
by a written ‘‘Notice of Termination’’ to the other party hereto given in accordance with Section 14
of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the
specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify
the date of termination, which date shall be the date of such notice. The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the
Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact
or circumstance in enforcing the Executive’s or the Company’s rights hereunder.


 


(g)    Resignation
from Directorships and Officerships.    The termination of the Executive’s employment for any reason
will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with
the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect
to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written
notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.


 


7.            Non-Competition;
Non-Solicitation.


 


(a)          For
the duration of the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during
the Severance Period (the “Non-compete Period”), the Executive shall not, directly or indirectly, except as
specifically provided in the last sentence of Section 2(b), engage or invest in, own, manage, operate, finance, control or participate
in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected
with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture
or other entity that engages or conducts any business the same as or substantially similar to the Business or any other business
engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period,
or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within the states in which
the Company or any of its Affiliates at that time is operating; provided, however, that the
Executive may own less than 5% in the aggregate of the outstanding shares of any class
of securities of any enterprise (but without otherwise participating in the activities of such enterprise) including those engaged
in the mining business, other than any such enterprise with which the Company competes or is currently engaged in a joint venture,
if such securities are listed on any national or regional securities exchange or have been registered under Section 12(b) or (g)
of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, if the Executive shall present to the Board
any opportunity within the scope of the prohibited activities described above, and the Company shall not elect to pursue such opportunity
within a reasonable time, then the Executive shall be permitted to pursue such opportunity, subject to the requirements of Section
2(b).


 


(b)          During
the Employment Period and for a period of six (6) months following termination of the Executive’s employment with the Company,
the Executive shall not:


 


(i) persuade,
solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to,
the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such
employee or independent contractor is party to an employment agreement; or


 



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(ii) attempt
in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or
any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business
done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease
to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with
the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or
any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates)
for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.


 


The Executive recognizes
and agrees that because a violation by her of her obligations under this Section 7 will cause irreparable harm to the Company that
would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive
relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended
by the duration of any violation by the Executive of any of her obligations under this Section 7.


 


The Executive
expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the circumstances
as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by
a court of competent jurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete
is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand,
and the Company, on the other, that the covenant not to compete shall be construed by the court in such a manner as to impose
only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances as they then exist
and necessary to assure the Company of the intended benefit of the covenant not to compete.


 


8.            Confidentiality
Covenants.


 


(a)          The
Executive understands that the Company and/or its Affiliates, from time to time, may impart to her confidential information, whether
such information is written, oral or graphic.


 


For purposes of
this Agreement, “Confidential Information” means information, which is used in the business of the Company or its Affiliates
and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company or its Affiliates
some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental
to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by the Company or its Affiliates,
is known by the Executive to be considered confidential by the Company or its Affiliates, or from all the relevant circumstances
should reasonably be assumed by the Executive to be confidential and proprietary to the Company or its Affiliates, or (iv) is
not generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of
information and other information of a similar nature (whether or not reduced to writing or designated as confidential):


 



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(i) Internal
personnel and financial information of the Company or its Affiliates, information regarding oil and gas properties including reserve
information, vendor information (including vendor characteristics, services, prices, lists and agreements), purchasing and internal
cost information, internal service and operational manuals, and the manner and methods of conducting the business of the Company
or its Affiliates;


     


(ii) Marketing
and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation,
all information relating to any oil and gas prospect and the identity of any key contact within the organization of any acquisition
prospect) of the Company or its Affiliates which have been or are being discussed;


     


(iii) Names
of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity,
specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its
Affiliates; and


 


(iv) Confidential
and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or
other third party (including businesses, consultants and other entities and individuals).


 


The Executive hereby
acknowledges the Company’s exclusive ownership of such Confidential Information.


 


(b)          The
Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates;
(2) only to communicate the Confidential Information to fellow employees, agents and representatives on a need-to-know basis; and
(3) not to otherwise disclose or use any Confidential Information, except as may be required by law or otherwise authorized by
the Board. Upon demand by the Company or upon termination of the Executive’s employment, the Executive will deliver to the
Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential
Information has been recorded and/or preserved, which are in the Executive’s possession, custody or control.


 


9.          Representation.
The Executive hereby represents that her entry into this Employment Agreement and performance of the services hereunder will not
violate the terms or conditions of any other agreement to which the Executive is a party.


 


10.         Arbitration.
In the event of any breach arising from the performance of this Agreement, either party may request arbitration. In such event,
the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of Texas. Such arbitration
shall be final and binding on both parties.


 



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11.         Governing
Law/Jurisdiction. This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance
with and governed by the internal laws of the State of Texas without regard to the conflicts of laws principles thereof.


 


12.         Public
Company Obligations. Executive acknowledges that the Company is a public company whose Common Stock has been registered under
the US Securities Act of 1933, as amended (the “Securities Act”), and registered under the US Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and that this Agreement may be subject to the public filing requirements
of the Exchange Act. Executive acknowledges and agrees that the applicable insider trading rules,
transaction reporting rules, limitations on disclosure of non-public information and other requirements set forth in the Securities
Act, the Exchange Act and rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) may
apply to this Agreement and Executive’s employment with the Company. Executive
(on behalf of herself as well as her executors, heirs, administrators and assigns) absolutely and unconditionally agrees to indemnify
and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators, shareholders,
employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns from any
and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints, obligations,
controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character whatsoever (including,
but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s
breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated
by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.


 


13.         Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and thereof and supersedes and cancels any and all previous agreements, written and oral, regarding the subject matter hereof between
the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by
both parties hereto.


 


14.         Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed
to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


 


(a)          to
the Company at:


 


Mesa Energy
Holdings, Inc.


5220
Spring Valley Rd.


Suite
525


Dallas,
TX 75254


(972)
490-9595 phone


 



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(972)
490-9161 fax


Attn: Randy
M. Griffin


 


with a copy
to:


Gottbetter
& Partners, LLP


488 Madison
Avenue


New York,
NY 10022-5718


Attn: Adam
S. Gottbetter


Fax: (212)
400-6901


 


(b)          to
the Executive at:


 


Rachel L.
Dillard


6508 Kingsbury
Drive


Dallas, TX
75231


 


All such notices, requests
and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery,
(ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile
confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed
given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to
the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such
overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by
any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given
to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.


 


15.         Severability.
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and
each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable
provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.


 


16.         Waiver.
The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof,
or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or
privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of
or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver
of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.


 



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17.         Successors
and Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement
nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and
obligations hereunder, in whole or in part.


 


18.         Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.


 


19.         Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


20.         Opportunity
to Seek Advice. The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and other
advice and representation as he has deemed appropriate in connection with this Agreement, that he is fully aware of its legal effect,
and that Executive has entered into it freely based on her judgment and not on any representations
or promises other than those contained in this Agreement.


 


21.         Withholding
and Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement
shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the ordinary
course pursuant to the Company’s then existing payroll practices.


 


[The next page is the signature page]


 



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


 


	 	MESA ENERGY HOLDINGS, INC.	 
	 	 	 
	 	By: 	/s/ RANDY M. GRIFFIN	 
	 	 	Name: Randy M. Griffin	 
	 	 	Title: Chief Executive Officer	 


 


	 	EXECUTIVE:	 
	 	 	 
	 	    /s/ RACHEL L. DILLARD	 
	 	Rachel L. Dillard	 


 



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