Exhibit 10.16**CONSULTING AGREEMENT****THIS CONSULTING AGREEMENT**is made and entered into as of the 30th day of November, 2007,by and between Bois d’Arc Energy, Inc. a Nevada corporation (“BDE”), and Wayne L. Laufer(“Laufer”).**WHEREAS**, Laufer has retired from his employment as the Chief Executive Officer of BDE, effectiveNovember 30, 2007; and**WHEREAS**, Laufer is willing to provide consulting services to BDE;**NOW, THEREFORE**, it is agreed as follows:1. **Services.**Laufer agrees to perform consulting services for a term commencing on the date ofthis Agreement and ending on November 30, 2008 (the “Term”), on an as-needed basis, with aminimum commitment of ten (10) hours of services per month (the “Services”) and as the ChiefExecutive Officer of the Company may reasonably request. 2. **Consulting Fees and Expenses.**BDE shall pay Laufer a consulting fee of Fifty ThousandDollars ($50,000.00) per month, payable in monthly installments during the Term of thisAgreement, commencing December 1, 2007. The fee due hereunder shall include all expenses ofLaufer other than his direct travel expenses which shall be reimbursed to the extent providedin BDE’s travel reimbursement policies.   Laufer authorizes BDE to withhold from each installment of his consulting fee his share ofthe monthly premium for continuing coverage under the BDE group medical plan, in accordancewith Paragraph 12(a)(2) of his Employment Agreement with BDE dated as of July 16, 2004 (the“Employment Agreement”). Laufer authorizes BDE to withhold the premium for the remainingperiod of coverage (six months) from the final installment of his consulting fee for theperiod ending November 30, 2008. 3. **Release of Claims under Employment Agreement.**In exchange for this Agreement, Laufer fullyand forever releases BDE from any claims for severance pay as set forth in Paragraph 12(a)(2)of his Employment Agreement. 4. **Termination.**Laufer may terminate this Agreement upon thirty (30) days’ advance writtennotice to BDE. The Company may terminate Laufer for Cause. In the event of such termination,Laufer shall be entitled to payment only for the Services performed through the date oftermination. Upon termination, Laufer shall immediately deliver to BDE Laufer’s work inprogress as well as any other materials provided to or created by Laufer under this Agreement.   “Cause” shall mean: a. Should Laufer engage in any activity that would in the opinion of BDEconstitute a material conflict of interest with BDE’s oil and gas activities in theGulf of Mexico; or  b. Should Laufer willfully and continually fail to substantially perform itsServices, be grossly negligent in the performance of its Services hereunder, or engagein conduct materially injurious to BDE.5. **Proprietary Rights.**For purposes of this Section 5, “Work Product” shall mean any and allownership, moral and/or intellectual property rights, including all trade secrets, U.S. andinternational copyrights, trademarks and service marks, patentable inventions, discoveries andother ownership and intellectual property rights in or arising in connection with any ideas,drawings, plans, calculations, technical specifications, works of authorship, inventions,information, marks, photographs, concepts, programming, designs, documentation, technology, orother work product or materials that are created by Laufer in connection with Laufer’s work onbehalf of BDE. In addition, all rights in any preexisting programming, design, documentation,technology, or other Work Product created or provided to BDE during Laufer’s work with BDEshall automatically become part of the Work Product hereunder, whether or not it arisesspecifically out of Laufer’s “Work.” For purposes of this Agreement, “Work” shall mean (1)any direct assignments and required performance by or for BDE, and (2) any other productiveoutput that relates to the business of BDE and is produced during the course of Laufer’sengagement by BDE. For this purpose, Work may be considered present even after normal workinghours, away from BDE’s premises, on an unsupervised basis, alone or with others. Unlessotherwise provided in a subsequent writing signed by the President of BDE, this Agreementshall apply to all Work Product created in connection with all Work conducted before or afterthe date of this Agreement.   BDE shall own all rights in and to the Work Product. To this end, all Work Product is, wasand shall hereafter be, a work made for hire for, and owned by, BDE within the meaning ofTitle 17, Section 101 of the United States Code, as amended. If any of the Work Product maynot, by operation of law or agreement, be considered Work made by Laufer for hire for BDE(or if ownership of all rights therein do not otherwise vest exclusively in BDEimmediately), Laufer hereby irrevocably assigns, conveys and otherwise transfers to
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  BDE, and its respective successors, licensees, and assigns, all right, title and interestworldwide in and to such portion of the Work Product and all proprietary rights therein,including, without limitation, all copyrights, trademarks, design patents, trade secretrights, moral rights, and all contract and licensing rights, and all claims and causes ofaction with respect to any of the foregoing, whether now known or hereafter to become known.In accordance with this assignment, BDE shall hold all ownership of all rights, withoutlimitation, in and to all of the Work Product for its own use and for its legalrepresentatives, assigns, and successors, and this assignment shall be binding on andextended to the heirs, assigns, representatives and successors of Laufer. In the eventLaufer has any right or interest in the Work Product which cannot be assigned, Laufer agreesto waive enforcement worldwide of any and all such rights or interests against BDE and itsrespective successors, licensees and assigns, and Laufer hereby exclusively and irrevocablylicenses any and all such rights and interests, worldwide, to BDE in perpetuity androyalty-free, along with the unfettered right to sublicense. All such rights are fullyassignable by BDE. Laufer hereby agrees that all Work Product is created or developed forthe sole use of BDE, and that Laufer has no right to utilize in any manner whatsoever ormarket in any manner whatsoever any such Work Product. Laufer hereby irrevocably relinquishes for the benefit of BDE and its assignsany moral rights in the Work Product recognized by applicable law. BDE shall have the rightto obtain and hold, in whatever name or capacity it selects, copyrights, registrations, andany other protection available in the Work Product.Laufer agrees to perform upon BDE’s request, during or after Laufer’s Work or engagement,such further acts as may be necessary or desirable to transfer, perfect, and defend BDE’sownership of the Work Product, including by (1) executing, acknowledging, and delivering anyrequested affidavits and documents of assignment and conveyance, (2) obtaining and/or aidingin the enforcement of copyrights, trade secrets, and (if applicable) patents with respect tothe Work Product in any countries, and (3) providing testimony in connection with anyproceeding affecting BDE’s rights in any Work Product.Laufer warrants that Laufer’s Work for BDE does not and will not in any way conflict withany remaining obligations Laufer may have with any prior employer or contractor. Lauferalso agrees to develop all Work Product in a manner that avoids even the appearance ofinfringement of any third party’s intellectual property rights.Laufer on behalf of himself and his affiliates, agents, transferees and assigns, does herebyfully release and discharge BDE, its agents, attorneys, officers, directors, predecessors,successors, affiliates, subsidiaries, trustees, transferees and assigns, of and from anyclaims or causes of action, known or unknown, choate or inchoate, whether arising in wholeor in part prior to or after the date of this Agreement, which Laufer has, may have, or mayhave ever had relating to the Work Product, including any claims or causes of action forcopyright, patent, trademark, trade dress, service mark or other intellectual propertyinfringement.6. **Professional Standards.**Laufer hereby agrees that he shall perform the Services inaccordance with the standard of care and diligence normally practiced by consultantsperforming similar services. 7. **Protection of Confidentiality.**Laufer acknowledges that BDE’s business depends on thepreservation of its trade secrets and other confidential information (the “ConfidentialInformation”). Laufer agrees to at all times protect and preserve as confidential BDE’sConfidential Information. Laufer will not at any time during his engagement by BDE or anytime thereafter, without BDE’s prior written authorization, disclose BDE’s ConfidentialInformation to any third party. Laufer shall not at any time use or allow others to use anyof the Confidential Information for any purpose other than for the sole benefit of BDE or asotherwise directed by BDE. Laufer shall return BDE’s Confidential Information upon thetermination of this Agreement or immediately upon an earlier request by BDE. Laufer shall bebound by the obligations set forth in this Section both during and indefinitely after the termof this Agreement. BDE shall be entitled to obtain injunctive relief, in addition to anyother remedies, to remedy any violation of this Section**.** 8. **Independent Contractor and Authority.**Laufer is an independent contractor engaged in theoperation of his own business and is not an employee of BDE. This Agreement shall not create the relationship of employer and employee, a partnership or a joint venturebetween the parties. BDE shall not control or direct the details and means by which Lauferperforms his services. Laufer shall determine the time or times during which he willperform its work, and the location where his work will be performed. Laufer acknowledgesand agrees that BDE shall not take any action or provide Laufer with any benefits orcommitments inconsistent with Laufer’s independent contractor status. In particular, BDEshall not: (i) withhold FICA (Social Security) from Laufer’s payments; (ii) make state orfederal unemployment insurance contributions on behalf of Laufer; (iii) withhold state andfederal income tax from payment to Laufer; (iv) make disability insurance contributions onbehalf of Laufer; (v) obtain workers’ compensation insurance on behalf of Laufer; or (vi)provide health, welfare or retirement benefits to Laufer (except to the extent he haselected continuation coverage pursuant to COBRA for himself and his eligible dependentsunder BDE’s group medical plan) or his employees, partners or workers. Laufer acknowledgesand agrees that BDE is not obligated to take any of the foregoing actions on behalf ofLaufer. The parties further agree that Laufer has no general authority to enter into anycontract, assume any obligations or make any warranties or representations on behalf of BDE.In addition, Laufer shall not hold himself out or otherwise represent himself as anemployee or agent of BDE. Laufer acknowledges that he will not have any access to BDE’scomputer system unless such access is specifically granted by BDE. Laufer furtheracknowledges that any access to BDE’s computer system granted to him ends on the date oftermination of the contracting relationship hereunder (or, if earlier, on the date when BDErevokes Laufer’s access).
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9. **Taxes, Permits, Etc.**Laufer shall be solely responsible for and pay all costs of conductinghis business, including but not limited to, the expense and responsibility for any and allapplicable insurance, city, county, state and federal licenses, permits, taxes and assessmentsof any and all regulatory agencies, boards or municipalities. Laufer shall also be solelyresponsible for the payment of any and all self-employment taxes, payroll taxes, income taxes,unemployment taxes, workers’ compensation taxes, social security taxes and business andoccupation taxes, and shall indemnify and hold the Company harmless from paying such taxes. 10. **Non-Exclusive.**This Agreement shall not limit Laufer’s right to provide services for othersand BDE expressly acknowledges that Laufer may provide similar or identical services to otherbusinesses. 11. **Assignment.**Laufer’s rights and duties cannot be assigned to others. 12. **Notices**. For purposes of this Agreement, notices and all other communications provided forherein shall be in writing and shall be deemed to have been duly given when delivered ormailed by United States registered or certified mail, return receipt requested, postageprepaid, addressed as follows:   IF TO LAUFER:Wayne L. Laufer