EXHIBIT
      10.68

    
 

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”), executed on May 11, 2007 (the “Execution
      Date”), but effective as of May 1, 2007 (the “Effective Date”), is entered into
      by and between MICHAEL VOSBEIN, having an address at 2715 Tannehill Dr.,
      Houston, Texas 77008 (“Employee”), and TEKOIL & GAS CORPORATION, a Delaware
      Corporation (“Company”).

    


    R
      E C I T A L S:

    


    WHEREAS,
      the Employee is being hired as of the date hereof by the Company to serve as
      the
      Vice President of Operations; and

    


    WHEREAS,
      no formal document exists governing the relationship between the Company and
      the
      Employee, and the Company and Employee desire by the execution of this Agreement
      to create a document memorializing the terms and conditions of the Employee’s
      service with the Company; and

    


    WHEREAS,
      the Company has granted Employee, effective as of the time periods set forth
      herein, Two Hundred Fifty Thousand (250,000) shares of the Company’s Common
      Stock, par value $.000001, (the “Issued Stock”) as additional consideration for
      services hereunder.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements hereinafter set forth,
      Employee and the Company have agreed and do hereby agree as
      follows:

    


    A
      G R E E M E N T:

    


    1. Duties.
      The
      Company hereby agrees employ and engage Employee as Vice President of
      Operations, and Employee hereby accepts and agrees to such hiring, engagement,
      and employment. Employee agrees to perform any and all duties and to assume
      any
      and all responsibilities that may be assigned to him from time to time by the
      or
      Board of Directors of the Company or officers of the Company, or as may be
      required by the Bylaws, Articles of Incorporation or other governing document
      of
      the Company. During the duration of his employment, Employee will devote his
      full time, energy, and skill to the performance of his duties for the Company
      and for the benefit of the Company. Employee shall render such services to
      the
      Company and perform his duties
      at
      such place or places in as the Company shall require in accordance with its
      best
      interests, needs, business and opportunities. Employee
      will also exercise due diligence and care in the performance of Employee’s
      duties to the Company under this Agreement. During
      the term hereof, Employee shall not enter into the services of or be employed
      in
      any capacity or for any purposes whatsoever, whether directly or indirectly,
      by
      any person, firm, corporation or entity other than Company, and will not, during
      said period of time, be engaged in any business, enterprise or undertaking
      other
      than employment by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Employment
      Period.
      Employee’s employment with the Company shall be for an initial term of three (3)
      years (the “Initial Term”), and shall be deemed to have commenced on the
      Effective Date, and shall continue thereafter until ended in accordance with
      this Agreement. After the Initial Term, Employee’s employment will be “at will,”
meaning that either Employee or the Company will be entitled to terminate the
      employment at any time and for any reason, with or without cause prior to the
      expiration of this Agreement. Any contrary representations which may have been
      made to Employee are superseded by this Agreement. The “at will” nature of the
      employment after the Initial Term may only be changed in an express written
      agreement signed by Employee and a duly authorized officer of the
      Company.

     

    3. Compensation.

     

    (a) Base
      Salary.
      The
      Company shall pay Employee, and Employee agrees to accept from the Company
      in
      full payment for Employee’s services and promises to the Company (specifically
      including the covenants set forth in Sections 5 and 9), a base salary at an
      annual rate of One
      Hundred Eighty Thousand and 00/100 Dollars ($180,000)
      during
      the duration of Employee’s employment
      (“Base
      Salary”), payable in equal bi-monthly installments or
      otherwise in accordance with the Company’s normal pay practices as the same may
      be altered from time to time by Company. 

     

    (b) Bonus.
      At the
      sole and absolute discretion of the Board of Directors, and subject to the
      satisfaction of such conditions or performance criteria as may be established
      from time to time at the sole discretion of the Board of Directors, Employee
      may, from time to time, receive an additional bonus. This bonus may consist
      of,
      without limitation, either equity interests in the Company or cash.

     

    (c) Withholding
      Taxes.
      All
      forms of compensation paid or payable to Employee whether set forth in this
      Agreement or otherwise are subject to reduction to reflect applicable
      withholding and payroll taxes.

     

    (d) Issued
      Stock. As
      compensation hereunder, the Employee shall receive the Issued Stock, which
      shall
      be governed and controlled by the terms and conditions set forth herein. The
      Issued Stock shall be issued as follows: (i) Eighty Three Thousand (83,000)
      shares issued as of the date hereof, (ii) Eighty Three Thousand (83,000) shares
      issued on the one year anniversary of this Agreement, and (iii) Eighty Four
      Thousand (84,000) shares issued on the second yearly anniversary of this
      Agreement. Employee recognizes, acknowledges and agrees that all of the Issued
      Stock shall remain restricted for the minimum periods required by any and all
      applicable laws, regulations and rules. 

     

    (e) Vacation.
      Employee shall be entitled to vacation on the terms and subject to the
      conditions established by the Board of Directors of the Company. 

     

    (f) Health
      Care Reimbursement. Until
      the
      Company institutes its own employee health care plan, at which point Employee
      shall pay for his own health care premiums if Employee decides to participate
      in
      the Company’s employee health care plan,
      Employee
      shall be responsible for the payment of his own health care
      benefits..
      

     

    
      
        
        

      

      
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    4. Resignation;
      Termination for Cause; Other Terminations.

     

    (a) Termination
      for Cause.
      The
      Company may terminate Employee’s employment at any time for cause (as defined
      below) with thirty (30) days written notice and opportunity to cure the
      violation. Such opportunity to cure will only be available if the violation
      is
      contained in one of the following paragraphs (contained below in this Subsection
      4(a)): (iv), (x) (xii). If Employee’s employment is terminated pursuant to this
      Subsection 4(a), all of Employee’s rights, all of the Company’s obligations
      hereunder shall immediately terminate, and the Issued Stock will be subject
      to
      the Option to Repurchase as set forth below. As used in this section, “for
      cause” shall mean any of the following:

     

    (i) Willfully
      damaging the Company’s property, business, reputation or goodwill;

     

    (ii) Committing
      a felony;

     

    (iii) Death,
      theft, dishonesty, fraud or embezzlement;

     

    (iv) Using
      alcohol, narcotics or other controlled substances to the extent that it prevents
      the Employee from efficiently performing services for the Company;

     

    (v) Willfully
      injuring any other employee of the Company;

     

    (vi) Willfully
      injuring any person in the course of performance of services for the
      Company;

     

    (vii) Disclosing
      to a competitor or other unauthorized persons confidential or proprietary
      information or secrets of the Company;

     

    (viii) Soliciting
      business on behalf of a competitor or a potential competitor;

     

    (ix) Sexually
      harassing any other employee of the Company or committing any act which
      otherwise creates an offensive work environment for other employees of the
      Company;

     

    (x) Failing
      to comply with any provision of the Company’s policy manual as it applies to
      Employee; 

     

    (xi) The
      Company ceases business operations on the Masters Properties; or

     

    (xii) Breaching
      this Agreement.

     

    The
      Company shall not be limited to termination as a remedy for any improper or
      illegal act of Employee, but may also seek damages, injunction or such other
      remedy as it may deem appropriate under the circumstances. This shall include
      without limitation the option by the Company, in its sole and absolute
      discretion, to repurchase the Issued Stock, in whole or in part, for an amount
      of $.01 per share (the “Option to Repurchase”), immediately
      upon the termination of the Employee’s employment with the Company for cause, or
      the Employee’s resignation. Upon the termination of the Employee for cause,
      Employee’s obligations and the Company’s rights under Sections 5, 6, 7, 8, 9, 10
      and 11 shall survive the termination of this Agreement for a period of one
      (1)
      year.

     

    
      
        
        

      

      
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    (b) Termination
      Without Cause.
      The
      Company may terminate Employee’s employment at any time without cause pursuant
      to written notice provided to Employee not less than thirty (30) days in advance
      of such termination date. If Employee’s employment is terminated pursuant to
      this Section 4(b), all of Employee’s rights and all of the Company’s obligations
      hereunder shall immediately terminate and the Company, in its sole and absolute
      discretion, shall be entitled to exercise its Option to Repurchase; provided,
      however, that the Issued Stock subject to the Option to Repurchase shall be
      reduced by 1/36 for each month of Employee’s completed employment with the
      Company, beginning the date hereof and continuing hereafter. Notwithstanding
      a
      termination of this Agreement pursuant to this Section 4(b), Employee’s
      obligations and the Company’s rights under Sections 5, 6, 7, 8, 9, 10 and 11
      shall survive the termination of this Agreement for a period of one (1) year.
      

     

    5. Nonsolicitation;
      Noncompetition.

     

    (a) Employee
      agrees that he will not at any time during the Employee’s employment or the
      Restriction Period (“Restriction Period” shall mean the one (1) year subsequent
      to the end of Employee’s employment by the Company for any reason, which ending
      of employment shall be referred to as the “Termination Date”), whether
      voluntarily or involuntarily, directly or indirectly for himself or any other
      person or entity solicit, interfere with or endeavor to entice away from Company
      or any of its affiliates any other employee of Company or any of its affiliates.
      Additionally, Employee agrees that during the Restriction Period any employment
      by Employee or any entity in which he has an interest, directly or indirectly
      (other than a publicly traded company in which he has less than a 1% interest)
      of any person who was in the employ of the Company or any of its affiliates
      within the preceding year, shall be a violation of this paragraph. For the
      purposes of this Agreement indirect interests shall include interests held
      by
      Employee’s family members or any partner in a partnership, limited liability
      company or other entity in which he has a 10% or greater ownership
      interest.

     

    (b) Employee
      further agrees that he will not at any time during the Restriction
      Period,
      whether
      voluntarily or involuntarily, directly
      or
      indirectly, for himself or any other person or entity:

     

    (i) Engage,
      directly or indirectly (either as an employee, officer, director, partner,
      shareholder, consultant or independent contractor), in any business
      substantially similar to that carried on by the Company, or any of its
      affiliates, or in providing services or products or offering to provide products
      or services of the kind provided by the Company or any of its affiliates as
      of
      the Termination Date within those areas in the United States, US Territories,
      Canada, Mexico, Central America and the Caribbean (the “Non-Competition Area”)
      which the Company or any of its affiliates is doing business as of the
      Termination Date or in which, at the time of the Termination Date, the Company
      or any of its affiliates contemplates doing business, or, for those customers
      of
      the Company or any of its affiliates for whom the Company or any of its
      affiliates: (A) is engaged in providing services or products as of the
      Termination Date, or (B) has either provided services or products within the
      twenty four month (24) period prior to the Termination Date, or (C) has
      contacted at any time during the twelve (12) months prior to the Termination
      Date, for the purpose of offering to provide services or products (all of which
      are hereinafter referred to as the “Clients”);

     

    
      
        
        

      

      
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    (ii) Solicit
      or attempt to solicit those Clients for the purposes of providing or offering
      to
      provide any services or products of a type which the Company or any of its
      affiliates provides or contemplates providing as of the Termination Date, on
      behalf of those Clients, whether directly or through any other persons,
      partnerships, corporations, companies or other entities; or

     

    (iii) Take
      any
      other action which would impair the value of the business or assets of the
      Company or any of its affiliates, including, without limitation, any action
      which would tend to disparage or diminish the reputation of the Company or
      any
      of its affiliates.

     

    (c) If
      in any
      judicial proceeding, a court shall refuse to enforce this Agreement, whether
      because the time limit is too long or because the restrictions contained herein
      are more extensive (whether as to geographic area, scope of business or
      otherwise) than is necessary to protect the business and goodwill of the
      Company, it is expressly understood and agreed between the parties hereto that
      this Agreement is deemed modified to the extent necessary to permit this
      Agreement to be enforced in any such proceedings.

     

    (d) If
      the
      Company or its successors in interest shall make application to a court of
      competent jurisdiction for injunctive relief, then the Restriction Period
      specified herein shall be tolled from the time of application for injunctive
      relief until the date of final adjudication of the claim for injunctive relief.
      Additionally, Employee waives, to the greatest extent permissible, any
      requirement that the Company post bond or other security as a precondition
      to an
      injunction, whether temporary or permanent.

     

    (e) Employee
      agrees that compliance with this Section is necessary to protect the goodwill
      and other proprietary interests of the Company and that a breach of this
      paragraph will give rise to irreparable and continuing injury to the Company
      which is not adequately compensable in monetary damages or at law. Accordingly,
      Employee agrees that the Company, its successors and assigns may obtain
      injunctive relief against the breach or threatened breach of the foregoing
      provisions, in addition to any other legal remedies which may be available
      to it
      under this Agreement. Employee further acknowledges that in the event of his
      termination or expiration of employment with the Company, his knowledge,
      experience and capabilities are such that Employee can obtain employment in
      business activities which are of a different or noncompeting nature than those
      performed in the course of employment with the Company; and that the enforcement
      of a remedy hereunder by way of injunction will not prevent Employee from
      earning a reasonable livelihood.

     

    
      
        
        

      

      
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    6. Accounting
      for Profits.
      Employee covenants and agrees that if he violates the provisions of Sections
      5,
      7, 8, 9, 10 or 11 the Company shall be entitled to an accounting and repayment
      of all profits, compensation, commissions, remuneration or other benefits that
      Employee has realized and/or may realize as a result of or in connection with
      any such violation. These remedies shall be in addition and not in limitation
      of
      any injunctive relief or other rights or remedies to which the Company is or
      may
      be entitled at law, in equity or under this Agreement.

     

    7. Assignment
      of Proprietary Information.
      Except
      as may be required in the course of employment by the Company, Employee agrees
      that any and all proprietary information, as hereinafter defined, which Employee
      has made, conceived of, developed or originated, either individually or jointly
      with any other person or persons at any time during the period of employment
      by
      the Company, or during a period of five (5) years after termination or
      expiration of said employment, whether during working hours or any other time,
      which relate in any way to the business or the type of business now or hereafter
      engaged in or contemplated by the Company during the period of Employee’s
      employment or which result from or may be suggested by any work Employee does
      for the Company or at the Company’s request, shall be the property of the
      Company. As used herein, “Proprietary Information” shall mean any and all
      proprietary property including but not limited to all techniques, processes,
      devices, charts, manuals, payroll, and improvements thereto together with the
      names and identities of all clients and prospective clients, price lists,
      suppliers and all other information or materials which the Company may from
      time
      to time designate and treat as confidential and proprietary or as a trade
      secret.

     

    Employee
      shall promptly disclose and assign such Proprietary Information to the Company’s
      representatives and do all such acts, and execute and deliver all such
      documents, as may be necessary to vest in the Company the title to all such
      Proprietary Information and enable the Company to properly prepare and prosecute
      any and all applications for patents, trademarks or copyrights thereon as well
      as all reissues, renewals and extensions thereof, so that the Company shall
      be
      the sole and absolute owner of all right, title and interest in said proprietary
      property. It is understood and agreed that the words “which relate in any way to
      the business or the type of business now or hereafter carried on or contemplated
      by the Company” shall properly cover any reasonable development or extension of
      the Company’s field of operation. These obligations shall continue beyond the
      termination or expiration of Employee’s employment with respect to inventions,
      discoveries and developments conceived or made by Employee during the period
      of
      employment and shall be binding on Employee’s assigns, executors, heirs,
      administrators and other legal representatives. Employee agrees that all
      correspondence, drawings, reports, ideas, blueprints, manuals, letters, notes,
      analyses, notebooks, reports, charts, programs, proposals or any other documents
      concerning the Company’s customers or products or processes, whether or not
      prepared by and in the course of employment, alone or in conjunction with
      others, is the property of the Company and upon termination or expiration of
      employment for any reason, Employee shall promptly return to the Company any
      such documents in his possession, custody or control.

     

    8. Information
      and Testimony.
      Employee will, without expense to himself, give such true information and
      testimony under oath if requested, as may be requested of his by the Company
      relative to any Proprietary Information that is subject to disclosure to the
      Company under the terms hereof.

     

    
      
        
        

      

      
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    9. Proprietary
      Information.
      Employee agrees that he will not at any time during or after the termination
      or
      expiration of his employment, except as authorized or directed in writing by
      the
      Company, use for Employee’s own benefit, copy, reveal, divulge or make known in
      any manner to any person, firm or the Company the contents of any methods,
      inventions, systems, processes, concepts, techniques, and devices related to
      such matters used or developed by the Company, whether or not owned by the
      Company, or the methods, processes or manner of the creation and sale of
      products or services provided by, sold or leased by the Company, all sometimes
      referred to as “trade secrets,” as defined below.

     

    Employee
      further agrees that he will not at any time during or after the termination
      or
      expiration of said employment, except as authorized or directed in writing
      by
      the Company, sell, exchange or give away or otherwise dispose of any methods,
      inventions, systems, processes, concepts, techniques and devices related to
      the
      business now or hereafter owned and operated by the Company, whether the same
      shall or may have been originated, discovered or otherwise created by Employee.
      Employee further agrees not to reveal, divulge or make known to any person,
      firm
      or the Company the name of any of the Company’s clients, price lists, suppliers
      or any secret, trade secret or other Proprietary Information whatsoever in
      connection with the Company, its business or its clients or anything pertaining
      thereto.

    


    Employee
      understands that if, either during employment or thereafter, he discloses to
      others, uses for his own benefit or for the benefit of any person or entity
      other than the Company, copies or makes notes of any such trade secrets,
      information or facilities, such conduct will constitute a breach of the
      confidence and trust bestowed upon Employee by the Company and will be a breach
      of this Agreement.

    


    “Trade
      Secret” shall mean the whole or any portion of any formula, pattern, device,
      combination of devices, or compilation of information which is for use, or
      is
      used in the operation of the Company’s business and which provides the business
      an advantage, or an opportunity to obtain an advantage, over those who do not
      know or use it. Trade Secret includes any scientific, technical or commercial
      information, including any design, process, procedure, list of suppliers, list
      of customers, business code, sales or installation technique, or improvement
      thereof. For purposes of interpretation hereunder the following shall
      apply:

    


    Irrespective
      of novelty, invention, patentability, the state of the prior art, and the level
      of skill in the business, art, or field to which the subject matter pertains,
      when the owner thereof takes measures to prevent it from becoming available
      to
      persons other than those selected by the owner to have access thereto for
      limited purposes, a trade secret is considered to be secret, of value, for
      use
      or in use by the business, and of advantage to the business, or providing an
      opportunity to obtain an advantage, over those who do not know or use
      it.

     

    
      
        
        

      

      
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    In
      addition, a “Trade Secret” shall include information (not readily compiled from
      publicly available sources) which has been made available to Employee during
      the
      course of his employment, including but not limited to the names, addresses,
      telephone number, qualifications, education, accomplishments, experience and
      resumes of all persons who have applied or been recruited for employment, for
      either or both permanent and temporary jobs, job order specifications and the
      particular characteristics and requirements of persons generally hired by the
      Company, as well as specific job listings from companies with whom the Company
      does, or attempts to do business, as well as mailing lists, computer runoffs,
      financial or other information not generally available to others, and all
      information defined as a trade secret by applicable Florida law.

    


    Employee
      further agrees that he is under no obligation to any former company which is
      in
      any way inconsistent with this Agreement or which imposes any restriction on
      behalf of the Company. The Employee also acknowledges that he has been
      instructed that during the term of employment by the Company, he is not to
      divulge to the Company, its employees or its consultants any confidential
      information obtained from any previous employers or any other
      person.

    


    10. Return
      of Records.
      On
      termination of employment, Employee shall deliver all records, notes, data,
      memoranda, models, and equipment of any nature that are in Employee’s possession
      or under his control and that are the property of the Company or relate to
      the
      employment or to the business of the Company. 

     

    11. No
      Slander.
      Employee agrees not to in any way slander or injure the business reputation
      or
      goodwill of the Company, including, by way of illustration, through any contact
      with Clients, prospective clients, vendors, suppliers, employees or agents
      of
      the Company which could slander or injure the business reputation or goodwill
      of
      the Company.

     

    12. Waiver
      or Modification.
      No
      waiver or modification of this Agreement or of any covenant, condition, or
      limitation herein contained shall be valid unless in writing and duly executed
      by the party to be charged therewith. Furthermore, no evidence of any
      modification or waiver shall be offered or received as evidence in any
      proceeding, arbitration or litigation between the parties arising out of or
      affecting this Agreement or the rights or obligations of any party hereunder,
      unless such waiver or modification is in writing, duly executed as aforesaid.
      The provisions of this paragraph may not be waived except as herein set
      forth.

     

    
      
        
        

      

      
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    13. Issued
      Stock; Transferability.
      Notwithstanding anything to the contrary in this Agreement, the Issued Stock
      and
      the rights and privileges conferred in whole or in part hereby may not be
      transferred, assigned, pledged or hypothecated in any way (whether by operation
      of law or otherwise), and the Company shall have no obligation to transfer
      such
      shares, unless registered under the Securities Act of 1933, as amended (the
      “Act”) or, in the opinion of counsel to the Company, such
      transaction is in compliance with or exempt from the registration and prospectus
      requirements of the Act. The Employee shall pay all costs incurred by the
      Company in such a transaction, including but not limited to legal fees and
      costs. The Issued Stock shall not be subject to levy and execution, attachment
      or similar process. Upon any attempt to transfer, assign, pledge, hypothecate
      or
      otherwise dispose of the Issued Stock, or any right or privilege conferred
      hereby, contrary to the provisions of this Agreement, or upon the levy or
      execution, attachment or similar process on the Issued stock or the rights
      and
      privileges conferred under this Agreement, the Company shall have the right
      to
      buy back the Issued Stock, in whole or in part, in the manner described in
      Section 6.
      Each
      certificate or other documentation evidencing the ownership of any shares of
      Issued Stock to be imprinted with a legend in substantially the following
      form:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF
      (A)
      AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE
      STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF,
      OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND
      SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT
      THERETO. ADDITIONALLY, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN
      OPTION TO REPURCHASE IN FAVOR OF THE COMPANY AS DESCRIBED IN THAT CERTAIN
      EMPLOYMENT AGREEMENT DATED MAY 1, 2007.

     

    The
      certificate may also bear additional inscriptions that the Company, in its
      sole
      and absolute discretion, otherwise deems are required by federal, state, foreign
      or local securities laws. All shares of Issued Stock shall be subject to such
      stop-transfer orders and other restrictions as the Company may deem advisable
      under the rules, regulations, and other requirements of the Securities and
      Exchange Commission, any stock exchange upon which the Common Stock is then
      listed, and any applicable federal or state securities law, and the Company
      may
      cause a legend or legends to be put on any certificates evidencing such shares
      to make appropriate reference to such restrictions.

     

    14. Restrictions
      on the Issued Stock.
      The
      Issued Stock is subject to all restrictions in this Agreement. By acceptance
      of
      the Issued Stock, the Employee agrees that the Issued Stock will be held for
      investment and will not be held with a view to their distribution, as that
      term
      is used in the Act, unless in the opinion of counsel to the Company, such
      distribution is in compliance with or exempt from the registration and
      prospectus requirements of that Act. As a condition of this Agreement, the
      Company may require the Employee to confirm any factual matters reasonably
      requested by counsel for the Company. 

     

    
      
        
        

      

      
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    THE
      EMPLOYEE UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME
      THIS AGREEMENT UNDER THE SECURITIES ACT. THE EMPLOYEE REPRESENTS THAT IT IS
      EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE
      AND
      EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING
      THE
      MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL
      LOSS
      OF THE INVESTMENT. THE EMPLOYEE FURTHER REPRESENTS THAT IT HAS HAD THE
      OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING
      THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS
      OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH EMPLOYEE’S
      SATISFACTION. THE EMPLOYEE FURTHER REPRESENTS THAT IT IS AN “ACCREDITED
      INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT, AS
      PRESENTLY IN EFFECT.

     

    15. Choice
      of Law; Waiver of Jury Trial.
      This
      Agreement and the performance hereunder and all suits and special proceedings
      hereunder shall be construed in accordance with the laws of the State of
      Florida. In any action, special proceeding or other proceeding that may be
      brought arising out of, in connection with, or by reason of this Agreement,
      the
      laws of the State of Florida shall be applicable and shall govern to the
      exclusion of the law of any other forum, without regard to the jurisdiction
      in
      which the action or special proceeding may be instituted. All actions under
      this
      Agreement shall be taken in a court of competent jurisdiction within the county
      in the State of Florida in which the Company’s principal place of business is
      located and Employee hereby waives and agrees that he shall not assert that
      such
      forum is inconvenient. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS
      IT MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY ACTION, PROCEEDING OR COUNTERCLAIM
      ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIP
      OF
      THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY
      JURY
      ARISING FROM ANY SOURCE, INCLUDING BUT NOT LIMITED TO THE CONSTITUTION OF THE
      UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE
      STATUTE OR REGULATION. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY
      AND
      VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.

     

    16. Binding
      Effect of Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, successors, assigns and legal
      representatives.

     

    17. Invalid
      Provision.
      The
      invalidity or unenforceability of a particular provision of this Agreement
      shall
      not effect the other provisions hereto, and this Agreement shall be construed
      in
      all respects as if such invalid or unenforceable provisions were
      omitted.

     

    18. Costs
      of Enforcement.
      In the
      event either party initiates action to enforce his or its rights hereunder,
      the
      substantially prevailing party shall recover from the substantially
      non-prevailing party its reasonable expenses, court costs, including taxed
      and
      untaxed costs, and reasonable attorneys’ fees, whether suit be brought or not
      (jointly referred as to “Expenses”). As used herein, Expenses include expenses
      incurred in any appellate or bankruptcy proceeding. All such Expenses shall
      bear
      interest at the highest rate allowable under the laws of the State of Florida
      from the date the substantially prevailing party pays such Expenses until the
      date the substantially non-prevailing party repays such Expenses. Expenses
      incurred in enforcing this paragraph shall be covered by this paragraph. For
      this purpose, the court is requested by the parties to award actual costs and
      attorneys’ fees incurred by the substantially prevailing party, it being the
      intention of the parties that the substantially prevailing party be completely
      reimbursed for all such costs and fees. The parties request that inquiry by
      the
      court as to the fees and costs shall be limited to a review of whether the
      fees
      charged and hourly rates for such fees are consistent with the fees and hourly
      rates routinely charged by the attorneys for the substantially prevailing
      party.

     

    
      
        
        

      

      
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    19. Assignment.
      This
      Agreement shall be construed as a contract for personal services by Employee
      to
      the Company and shall not be assignable by Employee. This Agreement may be
      assigned by the Company.

     

    20. Strict
      Construction.
      This
      Agreement was the joint, negotiated product of the parties. Therefore, neither
      party shall advance a position that any provision hereof should be more strictly
      construed against the other party on the basis that such other party prepared
      such provision.

     

    21. Cumulative
      Rights.
      Unless
      otherwise provided herein, all rights, powers and privileges conferred upon
      the
      parties by law, this Agreement or otherwise shall be cumulative.

     

    22. Waiver.
      No
      failure of any party to exercise any power given such party hereunder or to
      insist upon strict compliance by any party with its obligations hereunder,
      and
      no custom or practice of the parties in variance with the terms hereof shall
      constitute a waiver of the parties’ right to demand exact compliance with the
      terms hereof.

     

    23. Survival.
      The
      provisions of this Agreement shall continue and survive the closing hereof
      unless or until there is a completion and fulfillment of all the conditions,
      covenants and warranties herein.

     

    24. Time.
      Time is
      of the essence of this Agreement.

     

    25. Notices.
      All
      notices, requests, demands and other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given when
      delivered by hand or when mailed by certified registered mail, return receipt
      requested, with postage prepaid to their current address or to such other
      address as they request in writing.

     

    26. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute the same
      instrument.

     

    27. Singular/Plural
      Feminine/Masculine, Successors or Assigns.
      All
      references as used herein shall include male and female, singular and plural,
      and successors or assigns in the use of a corporation, partnership, individual
      or entity in any place or places herein in which the context may require or
      permit such substitution, substitutions or designations.

     

    
      
        
        

      

      
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    28. Complete
      Agreement.
      This
      written Agreement contains the sole and entire agreement between the parties
      as
      to the matters contained herein, and supersedes any and all other agreements
      between them. The parties acknowledge and agree that neither of them has made
      any representation with respect to such matters of this Agreement or any
      representations except as are specifically set forth herein, and each party
      acknowledges that he or it has relied on his or its own judgment in entering
      into this Agreement. The parties further acknowledge that statements or
      representations that may have been heretofore made by either of them to the
      other are void and of no effect and that neither of them has relied thereon
      in
      connection with his or its dealing with the other.

     

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

    


    
      	“EMPLOYER”
	 	 
	TEKOIL
              & GAS CORPORATION
	 	 
	
              By:
                

            	
              /s/
                Mark S. Western

            
	
              Print
                Name: Mark S. Western

            
	
              Title:
                

            	
              Chief
                Executive Officer and

            
	 	
              Chairman
                of the Board of Directors

            
	 	 
	“EMPLOYEE”
	 	 
	
              /s/
                Michael Vosbein

            
	Michael
              Vosbein


    

    


    
      
        
        

      

      
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