AGREEMENT
                                    ---------

          AGREEMENT   dated  as  of  June  25,  2004  between   STANLEY  ABRAMS,
(hereinafter the "Executive"),  residing at 4871 North Mesa Drive,  Castle Rock,
Colorado 80104 and NATHANIEL ENERGY  CORPORATION,  a Delaware  corporation ( the
"Company"),  having its  principal  place of  business  at 8001 South  InterPort
Blvd., Suite 260, Englewood, Colorado 80112.

                                    RECITALS
                                    --------

          WHEREAS,  Executive  is a director of the  Corporation,  and holds the
position  of Chief  Executive  Officer and is  employed  in  accordance  with an
Employment Agreement dated August 15, 2001 (the "Employment Agreement").

          WHEREAS,  the  Executive  desires to retire as a  director  and as the
Chief Executive Officer of the Company, and as an employee of the Company.

          WHEREAS, in connection with the Executive's retirement,  Executive and
the Company  mutually desire to terminate the Employment  Agreement on the basis
herein provided.

          NOW,  THEREFORE,  upon the  agreements and covenants set forth herein,
the parties hereto agree as follows:

          1. Termination of Employment  Agreement.  The parties  acknowledge and
agree that, effective at the close of business on the date hereof, the Executive
is hereby  retiring  from  employment  with the  Company as its Chief  Executive
Officer and as an employee of the Company. Accordingly, the Employment Agreement
is  hereby  terminated  and of no  further  force or  effect,  and  neither  the
Executive  nor the  Company  shall  have any  further  liability  or  obligation
thereunder,  except for any regular salary and health benefits which are earned,
accrued  and  unpaid  as of the  date  hereof,  all of  which  shall  be paid in
accordance with the Company's current payroll  schedule.  The termination of the
Employment  Agreement  shall not limit or affect any  obligation or liability of
the  Company to the  Executive  for the  retirement  benefits  provided  by this
Agreement.

          2.  Resignation.  By executing this  Agreement,  the Executive  hereby
voluntarily  resigns,  effective  at the times set forth in  Section  23 of this
Agreement,   from  all  capacities  and  positions  with  the  Company  and  its
subsidiaries,  including  but not  limited  to,  director of the Company and the
office of Chief Executive Officer of the Company.

          3.  Retirement  Pay and Benefits.  The Company shall pay the Executive
two months salary as retirement pay, net of applicable FICA,  Medicare,  federal
withholding taxes, and Colorado state withholding  taxes,  payable in accordance
with the  Company's  regular  payroll  schedule,  and two (2)  months  of health
benefits  substantially  identical to the health benefits  provided prior to the
Executive's  retirement.  After all such salary and  benefits  have been paid to
Executive,  Executive shall be offered the same COBRA benefits as are offered to
other  terminated  employees.


<PAGE>

          4. Post  Retirement  Matters.  Each of the  parties  anticipate  that,
following the retirement and  resignation of the Executive,  they will cooperate
with each other and work together in a positive manner,  relative to matters set
forth in this Agreement,  provided however,  that this provision is not intended
to vary any of the rights and duties of the parties set forth in this Agreement.

          5.  Removal as  Guarantor.  The Company  shall use its best efforts to
remove the Executive as a personal guarantor or co-signor of, and from any other
form of  personal  liability  for,  all debts of the  Company to banks and other
third parties.

          6.  Covenant  Not to Compete.  The  Executive  shall not,  directly or
indirectly, enter into or engage in the combustion and gasification,  helium and
natural gas, renewable energy and/or tire recycling  businesses,  of the type in
which  the  Company  is  engaged  as of the  date  hereof  or at the time of any
activity  proscribed  hereby,  anywhere,  either  as an  individual  for his own
account, or as a partner,  joint venturer,  employee,  agent, or salesperson for
any  person  or  entity  ,  or as  an  officer,  director  or  stockholder  of a
corporation,  or as a member or  manager  of a  limited  liability  company,  or
otherwise,  for a period of two (2) years after the date hereof, except that the
foregoing  shall not restrict the  Executive  from  acquiring up to five percent
(5%) of the outstanding capital stock of an entity whose securities are publicly
traded. It is agreed that the geographic scope and duration of this covenant not
to compete  (a) is  required  in order to  protect  the  Company's  niche in the
combustion and gasification,  helium and natural gas,  renewable energy and tire
recycling  businesses,  (b) is required to order to protect the Company's  trade
secrets,  and (c) is reasonable.  It is agreed by the parties that this covenant
may  be  enforced  against  the  Executive  by  the  Company  or by  any  of its
subsidiaries  (a) in which the Company has a greater than 20% ownership,  or (b)
in which the Company is actively  involved in the operations and is not merely a
passive investor ("Subsidiaries"),  by injunction, as well as by all other legal
remedies  available to the Company or Subsidiaries.  It is agreed by the parties
hereto  that  if any  portion  of this  covenant  not to  compete  is held to be
unreasonable,  arbitrary  or  against  public  policy,  it shall  be  considered
divisible both as to time and geographic area so that a lesser period of time or
geographical   areas  shall  remain  effective  so  long  as  the  same  is  not
unreasonable,  arbitrary,  or against  public  policy.  The parties hereto agree
that,  in the  event any  court  determines  the  specified  time  period or the
specified  geographical  area ( or a lesser period or area that is determined by
the court) is reasonable,  non-arbitrary and not against public policy, the same
may be enforced  against the  Executive by  injunction,  as well as by all other
legal  remedies  available to the Company or the  Subsidiaries.  A breach of the
Company's  obligations to pay the retirement  benefits specified by Section 3 of
this  Agreement,  or a failure by the  Company to take all  reasonable  steps to
permit  the  transfers  of stock and the  removal of the  restrictive  legend as
provided  by Section 12 of this  Agreement,  which is not cured  within ten (10)
days after the Company has received  written  notice of such breach,  will cause
the Executive's  obligations under this Section 6 to be null and void, provided,
however,  that  if the  Executive  is in  breach  of  any  of  his  obligations,
agreements  or  duties  under  this  Agreement  prior to any such  breach by the
Company,  for which  breach by the  Executive  the Company or a  Subsidiary  has
obtained injunctive relief, whether as a temporary restraining order (other than
an ex parte order  without at least three (3) days prior  written  notice to the
Executive), preliminary injunction or permanent injunction, then the Executive's
obligations  under  this  Section  6 shall  remain  in  full  force  and  effect
notwithstanding such breach by


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<PAGE>

the Company pending final adjudication of the parties' respective rights in such
litigation..

          7.  Non-Solicitation.  For a period  of two (2)  years  after the date
hereof,  the  Executive  shall  not,  directly,  or  indirectly,  either  as  an
individual,  proprietor,   stockholder,  partner,  officer,  director,  manager,
member, employee or otherwise, solicit:

          (a) any officer, director, employee, consultant, or other individual;

              (i)  To leave his or her  employment  or position with the Company
                   or any of its Subsidiaries;

              (ii) To compete  with the  business  of the Company or any of its
                   Subsidiaries; or

              (iii)To violate the terms of any employment;  non-competition or
                   similar   agreement   with  the   Company   or  any  of  its
                   Subsidiaries; and

          (b) vendors, customers or professionals;

              (i)  To compete  with the  business  of the  Company or any of its
                   Subsidiaries;

              (ii) To violate  the terms of any  agreement  with the Company or
                   any of its Subsidiaries;

              (iii)To change his, her or its relationship  with the Company or
                   any of its Subsidiaries.

     For purposes of this  paragraph,  references to the business of the Company
shall include the business of the Company, and its Subsidiaries. A breach of the
Company's  obligations to pay the retirement  benefits specified by Section 3 of
this  Agreement,  or a failure by the  Company to take all  reasonable  steps to
permit  the  transfers  of stock and the  removal of the  restrictive  legend as
provided  by Section 12 of this  Agreement,  which is not cured  within ten (10)
days after the Company has received  written  notice of such breach,  will cause
the Executive's  obligations under this Section 6 to be null and void, provided,
however,  that  if the  Executive  is in  breach  of  any  of  his  obligations,
agreements  or  duties  under  this  Agreement  prior to any such  breach by the
Company,  for which  breach by the  Executive  the Company or a  Subsidiary  has
obtained injunctive relief, whether as a temporary restraining order (other than
an ex parte order  without at least three (3) days prior  written  notice to the
Executive), preliminary injunction or permanent injunction, then the Executive's
obligations  under  this  Section  7 shall  remain  in  full  force  and  effect
notwithstanding  such breach by the Company  pending final  adjudication  of the
parties' respective rights in such litigation.

          8. Confidentiality.  The Executive will not at any time after the date
hereof, directly or indirectly,  divulge, disclose or communicate to any person,
firm, corporation, or other entity in


                                       3


<PAGE>

any manner  whatsoever,  any  confidential  or  proprietary  information  of the
Company or its Subsidiaries ("Confidential Information").  The Executive may not
make use of any Confidential Information for any purpose except as expressly set
forth in this Agreement.  The Executive  agrees that all nonpublic  information,
whether written or otherwise,  regarding the Company's  business,  including but
not limited to,  information  regarding  customers,  customer lists,  employees,
employee salaries, costs, prices, earnings, and any financial or cost accounting
reports, trade secrets, products,  services, formulae,  compositions,  machines,
equipment, apparatus, systems, manufacturing procedures,  operations,  potential
acquisitions,  new location plans,  prospective and executed contracts and other
business arrangements, marketing plans, business plans and sources of supply, is
presumed to be  Confidential  Information  of the  Company for  purposes of this
Agreement.  The Executive  further agrees that he will return to the Company all
books,  records,  lists and other written,  typed or printed materials,  whether
furnished  by the  Company or  prepared  by the  Executive,  which  contain  any
Confidential  Information and the Executive agrees that he will neither make nor
retain any copies of such materials except to the extent reasonably necessary to
protect  Executive's  personal  interests in the unlikely  event of a subsequent
dispute with the Company.  For  purposes of this  Section 8,  references  to the
business  or  information  of or  relating  to the  Company  shall  include  the
information  or  business  of the Company  and any  Subsidiary  of the  Company.
Notwithstanding   any  other   provision  of  this   Agreement,   disclosure  of
Confidential   Information   shall  not  be  precluded   if  such   Confidential
Information:  (i) is or becomes  generally  publicly  known  through no improper
action  or  inaction  by  the   Executive   or  his   affiliates,   agents,   or
representatives;  (ii) is rightfully disclosed to the Executive by a third party
without restriction; (iii) is approved in writing by the Company for disclosure;
or (iv) was  independently  developed by the Executive without use of any of the
Company's;  (v)required  to be  disclosed  by a valid  order of or  other  legal
process of a court or other  governmental body or agency of the United States or
any political subdivision thereof;  provided,  however, that the Executive shall
first have given notice to the Company and shall have made a  reasonable  effort
to obtain a protective  order  requiring  that the  Proprietary  Information  so
disclosed  be used only for the  purposes  for which  the order was  issued;  is
otherwise required by law; or (vi) is otherwise necessary to establish rights or
enforce  obligations under this Agreement,  but only to the extent that any such
disclosure is necessary for such purpose.

          9. Equitable Relief; Breach.

               (a)  The  Executive  acknowledges  and  agrees  that,  except  as
otherwise  provided in Sections 6 and 7 hereof, in the event the Executive shall
violate or threaten to violate  any of the  restrictions  of Sections 6, 7 and 8
hereof, the Company will be without an adequate remedy at law and will therefore
be entitled to enforce such restrictions by temporary or permanent injunctive or
mandatory relief in any court of competent jurisdiction without the necessity of
proving damages and without prejudice to any other remedies which it may have at
law or in equity,  it being  understood that such remedy shall be in addition to
any other remedies which the Company may have at law or in equity.

               (b) THE EXECUTIVE UNDERSTANDS THAT THE AGREEMENTS IN THIS SECTION
9 ARE BEING SUBSTANTIALLY RELIED UPON BY THE COMPANY, WITHOUT

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<PAGE>


WHICH NO AGREEMENT WOULD BE ENTERED INTO BY THE COMPANY.

          10. Patents. The Executive hereby waives any and all rights he has in,
or to the  return  of, any  Patents,  as that term is  defined  in that  certain
Amended and Restated Patent Reassignment Agreement made as of September 30, 2003
but effective as of July 7, 1998 (the "Patent  Reassignment  Agreement") between
the  Executive,  Brett Abrams,  and the Company,  under the Patent  Reassignment
Agreement or otherwise,  and the Executive hereby covenants that he shall assign
all of his rights in those Patents to the Company,  irrespective of whether they
have already assigned some or all of such rights, and consent to the recordation
of any such  assignments in the United States Patent and Trademark  Office.  The
Executive  hereby  covenants that he shall execute all  documents,  and take all
other  actions  after the date  hereof  as may be  reasonably  requested  by the
Company or which the  Company  believes  are  required  to  effectuate  any such
assignment of the Patents to the Company.

          11. No Release.  The Company and the Executive each  acknowledge  that
neither party is releasing the other party or their respective  affiliates of or
from any  liabilities  for the claims  they may have  against the other party or
their  respective  affiliates,  if any, and nothing in this  Agreement  shall be
construed  to be a release or waiver of any such  claims.  The  Company  and the
Executive  each  acknowledge  that such party is not currently  taking any legal
action  against the other party and does not  presently  contemplate  taking any
legal action against the other party.

          12. Limitation on Stock Sales.

               (a) The Executive  agrees that he will not sell any of the shares
of the  Company's  common  stock in any  public  trading  market for a period of
ninety (90) days after the date hereof and,  for the next three (3)  consecutive
periods of 90 days, the Executive will limit public sales of the Company's stock
in such 90 day periods,  together with the sales of any Company  common stock in
any public  trading  market by Brett Abrams,  to an aggregate of 50,000  shares,
75,000 shares and 100,000 shares,  respectively (subject to customary adjustment
for stock splits, stock dividends,  reclassifications,  mergers,  consolidations
and the like), and for a period of two (2) years thereafter, the Executive shall
abide by the Rule  144(e)  volume  limitations  on any sales of shares of Common
Stock  of the  Company  irrespective  of the  applicability  of Rule 144 to such
sales.

               (b) So long as the Executive is entitled to have the  restrictive
legends removed from his shares of Common Stock of the Company under Rule 144(k)
or any successor  rule, the Company will take all necessary  steps to facilitate
the removal of all  restrictive  legends by the Company's  transfer agent at the
time that two (2) year  period  has  expired  and will take all  reasonable  and
customary  steps taken by issuers to permit the  Executive to make the sales and
transfers of shares of the Company's stock pursuant to this Section 12.

               (c) The  Executive  shall not sell,  transfer,  gift or otherwise
dispose of any shares of Common  Stock of the  Company  during the  periods  set
forth herein in any non-public  transaction unless the recipient of those shares
agrees to abide by the  limitations  set forth in this  Section 12  (relating to
public trading market volume  limitations and further  non-public sales,  gifts,
transfers and


                                       5

<PAGE>

other dispositions.)

               (d) All the certificates  representing the Executive's  shares of
Common Stock of the Company shall bear the following legend:

                    "The sale, transfer or other disposition of the shares
                    represented  by this  certificate is subject to an Agreement
                    dated June 25, 2004 between Nathaniel Energy, Inc. and
                    Stanley Abrams."

The  Executive  shall  deliver to the Company,  at the time of execution of this
Agreement,  photocopies of all certificates  representing shares of common stock
owned by the Executive (front and back) bearing such legend.

               (e) In calculating the amounts which may be sold pursuant to this
arrangement,  the shares sold or  transferred  by Brett Abrams and the Executive
will not be aggregated  with each other,  except with respect to sales of shares
in the first  three (3) ninety  (90) day  periods as set forth in Section  12(a)
above,  and shares sold or otherwise  transferred  by other  persons will not be
included as shares sold or transferred by the Executive  unless,  after the date
hereof,  shares  of the  Company's  stock are  transferred  to  Executive  or by
Executive in a manner which requires aggregation of the transferred shares under
Rule 144.  Such  aggregation  rules will apply for the period  during  which the
Executive  is  required  by  law or  this  Agreement  to  abide  by  the  volume
limitations of Rule 144(e) irrespective of whether Rule 144 by its terms applies
to the Executive at the time of any sales by Executive.

               (f) To the extent  that  compliance  with Rule 144 is required by
law for any  sales  of  shares  of the  Company's  stock by the  Executive,  the
Executive shall furnish  customary Rule 144  representation  letters and selling
broker representation letters to the Company, and will file all required notices
on Form  144.  Forms of such  representation  letters  are  attached  hereto  as
Exhibits 12(f)(i), 12(f)(ii) and 12(f)(iii) respectively. It is understood that,
for sales which are limited to the Rule 144(e)  volume  limitations  solely as a
result of this  Agreement,  but which would otherwise be eligible for sale under
Rule  144(k),  the only  representation  letter  that is  required is the letter
represented by Exhibit 12(f)(iii).

          13.  Hammer Mill.  Subject to the  provisions  of this Section 13, the
Company  will return the hammer mill which is currently  located  (though not in
use)  at the  Company's  Hutchins,  Texas  facility  to the  Executive  and  his
partners. The Executive hereby represents and warrants that no person other than
the Executive and his partners,  whom the Executive has disclosed to the Company
prior to the  execution  of this  Agreement,  or the  Company,  has any title or
ownership  interest in the hammer  mill.  The Company  will make the hammer mill
available to the Executive  for him to take  possession of it and remove it from
the Hutchins,  Texas facility at the Executive's expense, upon at least 48 hours
prior written notice by the Executive to the Company. In the event the Executive
has not removed  the hammer mill from the  Company's  Hutchins,  Texas  facility
within sixty (60) days after the date hereof,  the Company shall have no duty or
obligation to the Executive or his partners with respect to the hammer mill.


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<PAGE>

          14.  Representations  of  the  Executive.  The  Executive  represents,
warrants, and agrees with the Company as follows:

               (a) No consents of governmental  and other  regulatory  agencies,
foreign or domestic,  or of other parties,  are required to be received by or on
the part of the  Executive  to  enable  him to enter  into  and  carry  out this
Agreement and the transactions contemplated hereby.

               (b) The  Executive  has the  legal  capacity  to enter  into this
Agreement and to carry out his obligations hereunder. This Agreement constitutes
the valid  and  binding  obligation  of the  Executive,  and is  enforceable  in
accordance with its terms.

               (c) Neither the  execution  and delivery of this  Agreement,  nor
compliance  by the  Executive  with  any  of  the  provisions  hereof,  nor  the
consummation of the transactions contemplated hereby, will:

                    (i) violate any judgment, order, injunction, decree or award
against, or binding upon, the Executive;

                    (ii) violate or otherwise  breach the terms of any agreement
or  understanding,  written  or oral,  to which the  Executive  is a party or is
otherwise bound; or

                    (iii)  violate  any law or  regulation  of any  jurisdiction
known to the Executive.

               (d) No representation,  warranty or statement by the Executive in
this Agreement  intentionally  contains any untrue statement of a material fact,
or omits  to state a fact  necessary  in  order  to make  such  representations,
warranties or statements not misleading.

         15. Representations of the Company. The Company represents, warrants,
and agrees with the Executive as follows:

               (a)  No  consents  of  any   governmental  and  other  regulatory
agencies,  foreign or domestic, or of other parties, are required to be received
by or on the part of the  Company  to enable it to enter into and carry out this
Agreement and the transactions contemplated hereby.

               (b) The Company has the requisite  corporate  power to enter into
this  Agreement and to carry out its  obligations  hereunder.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly  authorized by the Board of Directors of the Company,  and
no other  corporate  proceedings  are  necessary to authorize  the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.  This  Agreement  constitutes  the valid and binding  obligation  of the
Company, and is enforceable in accordance with its terms.


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<PAGE>

               (c) Neither the  execution  and  delivery of this  Agreement  nor
compliance  by  the  Company  with  any  of  the  provisions   hereof,  nor  the
consummation of the transactions contemplated hereby, will:

                    (i) violate the Certificate of  Incorporation  or By-Laws of
the Company;

                    (ii)  violate any  judgment,  order,  injunction,  decree or
award against, or binding upon, the Company;

                    (iii) violate or otherwise breach the terms of any agreement
or  understanding,  written  or oral,  to  which  the  Company  is a party or is
otherwise bound; or

                    (iv)  violate  any  law or  regulation  of any  jurisdiction
relating to the Company.

               (d) No  representation,  warranty or  statement by the Company in
this  Agreement  contains any untrue  statement of a material  fact, or omits to
state a fact  necessary  in order to make such  representations,  warranties  or
statements not misleading.

          16. Choice of Law and Venue.  The parties agree that this Agreement is
made and entered into in Arapahoe County,  Colorado and shall be governed by and
construed in  accordance  with the laws of the State of  Colorado,  and that any
litigation,  special  proceeding or other proceeding as between the parties that
may be  brought,  or arise  out of,  in  connection  with or by  reason  of this
Agreement  shall be brought in the  applicable  state or federal court in or for
Arapahoe County,  Colorado,  which courts shall have exclusive  jurisdiction and
venue thereof.

          17. Entire  Agreement.  This Agreement  contains the full and complete
understanding  and  agreement of the parties  hereto with respect to the subject
matter  contained  herein  and  supersedes  all  prior  written,  and  prior  or
contemporaneous  oral,  understandings or agreements with respect to the subject
matter hereof. No modification of this Agreement shall be binding unless made in
writing and signed by the party sought to be charged.

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

          19.  Waiver;  Severability.  The waiver by either party of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any  subsequent  breach.  If any provision of this  Agreement,  or part thereof,
shall  be  held  to  be   invalid   or   unenforceable,   such   invalidity   or
unenforceability  shall attach only to such  provision and not in any way affect
or render invalid or unenforceable  any other provisions of this Agreement,  and
this  Agreement  shall  be  carried  out as if  such  invalid  or  unenforceable
provision,  or part  thereof,  had been  reformed,  and any  court of  competent
jurisdiction is authorized to so reform such invalid or unenforceable provision,
so that it would be valid, legal and enforceable to the fullest extent permitted
by applicable law.

          20. Notices;  Deliveries.  Any notice, delivery or other communication
required or permitted hereunder shall be sufficiently given if delivered by hand
or sent by certified mail,  return receipt  requested,  facsimile  transmission,
overnight mail or nationally recognized overnight courier,


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<PAGE>

addressed as follows:

                  If to the Company:

                  8001 South InterPort Blvd., Suite 260
                  Englewood, Colorado  80112
                  Attention: Chief Operations Officer
                  Telecopier Number:  (303) 539-0741

                  If to the Executive:

                  4871 North Mesa Drive
                  Castle Rock, Colorado  80104
                  Telecopier Number: (303) 688-9806

or such other address as shall be furnished in writing by either party,  and any
notice,  delivery or communication given pursuant to the provisions hereof shall
be  deemed  to  have  been  given  as of the  date  delivered  or so  mailed  or
transmitted.

          21.  Counterparts;   Headings.  This  Agreement  may  be  executed  in
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together  shall  constitute  one  agreement.  The  headings  contained  in  this
Agreement are solely for the convenience of the parties, and are not intended to
and do not limit, construe or modify any of the terms and conditions hereof.

          22. Representation by Counsel; Interpretation. Each party acknowledges
that it has been represented by counsel, or has been afforded the opportunity to
be  represented by counsel,  in connection  with this Agreement and the language
hereof  has  been  negotiated  by the  parties  in  arm's  length  negotiations.
Accordingly,  any rule or law or any  legal  decision  that  would  require  the
interpretation  of any claimed  ambiguities in this Agreement  against the party
that drafted it has no application and is expressly  waived by the parties.  The
provisions of this Agreement shall be interpreted in a reasonable manner to give
effort to the intent of the parties hereto.

          23.  Right of  Rescission.  The Company  shall have the right,  at any
time,  to rescind  this  Agreement  in all  respects,  by written  notice to the
Executive,  in the event that the Company has not received  from or on behalf of
Bodden  International  2000,  Inc., a Grand Cayman  corporation  ("Bodden")  the
amount of $12,300 plus applicable  interest  accrued  thereon,  which is owed by
Bodden to the Company,  within ten (10) days  following the date hereof,  and if
this Agreement is so rescinded,  this Agreement  shall be void and neither party
shall have any further  duty or  obligation  to the other  hereunder,  provided,
however,  that if such  payment is not received by the Company from or on behalf
of Bodden within such ten day period, but such payment is subsequently  tendered
to the Company in good and collectible funds but prior to the Company furnishing
notice of  rescission  of this  Agreement to the  Executive,  then the Company's
right  to  rescind  this  Agreement   pursuant  to  this  Section  23  shall  be
automatically and immediately terminated and this Agreement shall remain in full
force and  effect.  In the event this  Agreement  is  rescinded  by the  Company
pursuant to this Section 23, any retirement pay and benefits paid by the Company
to the  Executive  pursuant  to Section 3 hereof  prior to  rescission  shall be
applied to any subsequent severance pay or other compensation other than regular
salary, if any, and the Company shall not be liable to the Executive for regular
salary,  benefits or perquisites which would have otherwise have been payable to
the

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<PAGE>


Executive  between the date hereof and the date of rescission of this Agreement,
if this Agreement had not existed. The Executive's resignation as an officer and
employee  of the  Company  shall be  effective  as of the date  hereof and shall
remain effective notwithstanding any rescission of this Agreement by the Company
but the  Executive's  resignation  as a  director  of the  Company  shall not be
effective until the earlier of the date that the Company gives written notice to
the  Executive  of its waiver of any right to rescind the  Agreement  under this
Section 23, or sixty (60) days after the date  hereof,  irrespective  of whether
Bodden has made some or all of the payment required by this Section 23.


                  [Remainder of page intentionally left blank.
                     Signatures are on the following page.]


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<PAGE>

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

                                                    NATHANIEL ENERGY CORPORATION


                                                    By: /s/ George A. Cretecos
                                                       -------------------------
                                                       George A. Cretecos
                                                       Chief Operating Officer

                                                       /s/ Stanley Abrams
                                                       -------------------------
                                                       STANLEY ABRAMS

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