Exhibit 10.2


    Exhibit
      10.2

    


    Employment
      Agreement

    


    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3,
      2007 and shall be effective as of June 4, 2007 (the “Effective Date”) by and
      between Tatonka
      Oil and Gas, Inc., a
      Colorado corporation, with an office located at 1515 Arapahoe Street, Tower
      1,
      10th
      Floor,
      Denver, Colorado 80202 (the “Company”) and Dirck
      Tromp,
      an
      individual with an address located at 12049 West 85th
      Drive,
      Arvada, Colorado 80005 (“Tromp”).

    


    WHEREAS,
      the Company desires to retain the services of Tromp as Chief Executive Officer
      and Tromp is willing to be employed by the Company in such
      capacity.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, the
      parties agree as follows:

    


    1.
      Employment.
      Tromp is
      hereby employed and engaged to serve the Company as the Company’s Chief
      Executive Officer, or such additional titles as the Company shall specify from
      time to time with the consent of Tromp, and Tromp does hereby accept and agrees
      to such engagement and employment. 

    


    2.
      Duties.
      Tromp’s
      duties shall be such duties and responsibilities as the Company shall specify
      from time to time, which shall entail those duties customarily performed by
      the
      Chief Executive Officer of a company with a business commensurate with those
      of
      the Company. Tromp shall have such authority, discretion, power and
      responsibility, and shall be entitled to office, secretarial and other
      facilities and conditions of employment, as are customary or appropriate to
      his
      position. Tromp shall diligently and faithfully execute and perform such duties
      and responsibilities, subject to the approval of the Company’s Board of
      Directors. Tromp shall be responsible and report to the Company’s Board of
      Directors. Tromp shall devote the majority of his attention, energy, and skill
      to the business and affairs of the Company. Tromp shall be permitted to engage
      in other business activities that do not directly compete with the Company.
      

    


    Nothing
      in this Agreement shall preclude Tromp from devoting reasonable periods required
      for:

    


    
      	 	
              (a)

            	
              serving
                as a director or member of a committee of any organization or corporation
                involving no conflict of interest with the interests of the
                Company;

            


    

    


    
      	 	
              (b)
                

            	
              serving
                as a consultant in his area of expertise (in areas other than in
                connection with the business of the Company), to government, industrial,
                and academic panels where it does not conflict with the interests
                of the
                Company; and

            


    

    


    (c)  managing
      his personal investments or engaging in any other non-competing
      business;

    


    provided
      that such activities do not materially interfere with the regular performance
      of
      his duties and responsibilities under this Agreement as reasonably determined
      in
      good faith by the Company.

    


    3.
      Best Efforts of Tromp.
      During
      his employment hereunder, Tromp shall devote the majority of his business time,
      best commercially reasonable efforts, business judgment, skill, and knowledge
      to
      the advancement of the Company's interests and to the discharge of his duties
      and responsibilities hereunder. Notwithstanding the foregoing, nothing herein
      shall be construed as preventing Tromp from investing his assets in any
      business.

    


    
      
         

      

      
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    4.
      Compensation of Tromp. 

    


    	(a)  	
            Base
              Compensation.
              As
              compensation for the services provided by Tromp under this Agreement,
              the
              Company shall pay Tromp an annual salary of Two Hundred Forty Thousand
              Dollars ($240,000). The compensation of Tromp under this Section shall
              be
              paid in accordance with the Company's usual payroll procedures.
              

          


    


    	(b)  	
            Stock
              and Stock Options.
              Upon execution of this Agreement, the Company shall grant Tromp options
              to
              purchase 500,000 shares of the Company’s common stock with an exercise
              price of $0.85, 250,000 shares at an exercise price of $1.00, and 250,000
              shares at an exercise price of $1.25. Options will vest at 25% per
              year.
              Upon closing future equity financing, the Company shall grant Tromp
              an
              additional 1,000,000 options to purchase the Company’s stock. The exercise
              price of 500,000 of these options shall be set at market value, 250,000
              options at market plus $0.15, and 250,000 options at market plus $0.40.
              The options shall vest 25% per year from grant and have a term of five
              (5)
              years from the respective dates of
              vesting.

          


    


    In
      the
      event of a conflict between the above grant and either the shareholder approved
      stock option plan or corresponding board resolution, the covenants of the
      approved plan and board resolution take precedence.

    


    	(c)  	
            Bonus.
              In
              addition to the base compensation in Section 5(a), Tromp shall be eligible
              to receive an annual bonus determined by the Board of Directors based
              on
              the performance of the Company and Tromp.


          


    


    5.
      Benefits. Tromp
      shall also be entitled to participate in any and all Company benefit plans,
      from
      time to time, in effect for employees of the Company, including, but not limited
      to, health, dental and vision insurance plans available to the Company's senior
      management executives and their dependents. Such participation shall be subject
      to the terms of the applicable plan documents and generally applicable Company
      policies.

    


    6.
      Vacation, Sick Leave and Holidays.
      Tromp
      shall be entitled to four (4) weeks of paid vacation, with such vacation to
      be
      scheduled and taken in accordance with the Company's standard vacation policies.
      Two (2) weeks of unused, accrued vacation can be carried into the next year.
      Remaining unused, accrued vacation time will be paid during the first quarter
      of
      the following year. In addition, Tromp shall be entitled to such sick leave
      and
      holidays at full pay in accordance with the Company's policies established
      and
      in effect from time to time.

    


    7.
      Business Expenses.
      The
      Company shall promptly reimburse Tromp for all reasonable out-of-pocket business
      expenses incurred in performing Tromp’s duties and responsibilities hereunder in
      accordance with the Company's policies, provided Tromp promptly furnishes to
      the
      Company adequate records of each such business expense. Such expenses shall
      be
      reimbursed in accordance with the Company’s regular reimbursement
      practices.

    


    8.
      Location of Tromp's Activities. Tromp’s
      principal place of business in the performance of his duties and obligations
      under this Agreement shall be at the Company’s primary office in Denver,
      Colorado. Notwithstanding the preceding sentence, Tromp will engage in such
      travel and spend such time in other places as may be reasonably necessary or
      appropriate in discharging of his duties hereunder. 

    


    9.
      Confidential Information/Inventions. 

    


    
      
         

      

      
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    (a)
      Confidential
      Information.
      Tromp
      shall not, in any manner, for any reasons, either directly or indirectly,
      divulge or communicate to any person, firm or corporation, any confidential
      information concerning any matters not generally known or otherwise made public
      by Company which affects or relates to the Company’s business, finances,
      marketing and/or operations, research, development, inventions, products,
      designs, plans, procedures, or other data (collectively, “Confidential
      Information”) except in the ordinary course of business, as necessary to joint
      venture partners or as required by applicable law for a period of one year.
      Without regard to whether any item of Confidential Information is deemed or
      considered confidential, material, or important, the parties hereto stipulate
      that as between them, to the extent such item is not generally known in the
      oil
      and gas industry, such item is important, material, and confidential and affects
      the successful conduct of the Company’s business and goodwill, and that any
      breach of the terms of this Section 9 shall be a material and incurable breach
      of this Agreement. Confidential Information shall not include: (i) information
      obtained or which became known to Tromp other than through his employment by
      the
      Company; (ii) information in the public domain at the time of the disclosure
      of
      such information by Tromp; (iii) information that Tromp can document was
      independently developed by Tromp; (iv) information that is disclosed by Tromp
      with the prior written consent of the Company and (v) information that is
      disclosed by Tromp as required by law, governmental regulation or court
      order.

    


    (b)
      Documents.
      Tromp
      further agrees that all documents and materials furnished to Tromp by the
      Company and relating to the Company’s business or prospective business are and
      shall remain the exclusive property of the Company. Tromp shall deliver all
      such
      documents and materials, not copied, to the Company upon demand therefore and
      in
      any event upon expiration or earlier termination of this Agreement. Any payment
      of sums due and owing to Tromp by the Company upon such expiration or earlier
      termination shall be conditioned upon returning all such documents and
      materials, and Tromp expressly authorizes the Company to withhold any payments
      due and owing pending return of such documents and materials.

    


    (c)
      Inventions. All
      ideas, inventions, and other developments or improvements conceived or reduced
      to practice by Tromp, alone or with others, during the Term of this Agreement,
      whether or not during working hours, that are within the scope of the business
      of the Company or that relate to or result from any of Tromp’s work or projects
      or the services provided by Tromp to the Company pursuant to this Agreement,
      shall be the exclusive property of the Company. Tromp agrees to assist the
      Company, at the Company’s expense, to obtain patents and copyrights on any such
      ideas, inventions, writings, and other developments, and agrees to execute
      all
      documents necessary to obtain such patents and copyrights in the name of the
      Company.

    


    (d)
      Disclosure. During
      the Term, Tromp will promptly disclose to the Board of Directors full
      information concerning any interest, direct or indirect, of Tromp (as owner,
      shareholder, partner, lender or other investor, director, officer, employee,
      consultant or otherwise) or any member of his immediate family in any business
      that is reasonably known to Employee to purchase or otherwise obtain services
      or
      products from, or to sell or otherwise provide services or products to, the
      Company or to any of its suppliers or customers.

    


    10.
      Non-Compete. Except
      as
      expressly permitted herein, during the Term of this Agreement, Tromp shall
      not
      engage in any of the following competitive activities: (a) engaging directly
      or
      indirectly in any business or activity substantially similar to any business
      or
      activity engaged in (or proposed to be engaged in) by the Company in North
      America; (b) engaging directly or indirectly in any business or activity
      competitive with any business or activity engaged in (or proposed to be engaged
      in) by the Company in North America; (c) soliciting or taking away any employee,
      agent, representative, contractor, supplier, vendor, customer, franchisee,
      lender or investor of the Company, or attempting to so solicit or take away;
      (d)
      interfering with any contractual or other relationship between the Company
      and
      any employee, agent, representative, contractor, supplier, vendor, customer,
      franchisee, lender or investor; or (e) using, for the benefit of any person
      or
      entity other than the Company, any Confidential Information of the Company.
      The
      foregoing covenant prohibiting competitive activities shall survive the
      termination of this Agreement and shall extend, and shall remain enforceable
      against Tromp, for the period of the lesser of (6) six months or the duration
      of
      termination pay as described in paragraph 13 below, following the date this
      Agreement is terminated In addition, during the one-year period following such
      expiration or earlier termination, neither Tromp nor the Company shall make
      any
      negative statement of any kind concerning the Company or its affiliates, or
      their directors, officers or agents or Tromp.

    


    
      
         

      

      
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    11.
      Injunctive Relief. Tromp
      acknowledges and agrees that the covenants and obligations of Tromp set forth
      in
      Sections 9 and 10 with respect to non-competition, non-solicitation,
      confidentiality and the Company’s property relate to special, unique and
      extraordinary matters and that a violation of any of the terms of such covenants
      and obligations will cause the Company irreparable injury for which adequate
      remedies are not available at law. Therefore, Tromp agrees that the Company
      shall be entitled to an injunction, restraining order or such other equitable
      relief (without the requirement to post bond) as a court of competent
      jurisdiction may deem necessary or appropriate to restrain Tromp from committing
      any violation of the covenants and obligations referred to in this Section
      11.
      These injunctive remedies are cumulative and in addition to any other rights
      and
      remedies the Company may have at law or in equity.

    


    12.
      Survival.
      Tromp
      agrees that the provisions of Sections 9, 10 and 11 shall survive expiration
      or
      earlier termination of this Agreement for any reasons, whether voluntary or
      involuntary, with or without cause, and shall remain in full force and effect
      thereafter. Notwithstanding the foregoing, if this Agreement is terminated
      upon
      the dissolution of the Company, the filing of a petition in bankruptcy by the
      Company or upon an assignment for the benefit of creditors of the assets of
      the
      Company, Sections 9, 10 and 11 shall be of no further force or
      effect.

    


    13.
      Termination.
      Your
      employment with the Company will be “at will”, meaning that either you or the
      Company will be entitled to terminate your employment at any time and for any
      reason, with or without cause, after ninety (90) days written notice is given.
      Notwithstanding any other provisions hereof to the contrary, Tromp’s employment
      hereunder shall terminate under the following circumstances:

    


    	(a)  	
            Voluntary
              Termination by Tromp.
              Tromp shall have the right to voluntarily terminate this Agreement
              and his
              employment hereunder at any time during the Employment Term.
              

          


    


    	(b)  	
            Voluntary
              Termination by the Company. The
              Company shall have the right to voluntarily terminate this Agreement
              and
              Tromp’s employment hereunder at any time. If the Company initiates an “at
              will” termination of your employment as described above the Company agrees
              to pay Tromp a lump-sum separation fee at the time of termination equal
              to
              six (6) months salary plus benefits and be granted immediate vesting
              of
              all unvested stock and options. 

          


    


    	(c)  	
            Termination
              for Cause.
              The Company shall have the right to terminate this Agreement and Tromp’s
              employment hereunder at any time for cause. For purposes of this
              Agreement, the term “cause” for termination by the Company shall be (a) a
              conviction of or plea of guilty or nolo
              contendere by
              Tromp to a felony, or any crime involving fraud or embezzlement; (b)
              the
              refusal by Tromp to perform his material duties and obligations hereunder;
              (c) Tromp’s willful and intentional misconduct in the performance of his
              material duties and obligations; or (d) if Tromp or any member of his
              family makes any personal profit arising out of or in connection with
              a
              transaction to which the Company is a party or with which it is associated
              without making disclosure to and obtaining the prior written consent
              of
              the Board of Directors. The written notice given hereunder by the Company
              to Tromp shall specify in reasonable detail the cause for termination.
              For
              purposes of this Agreement, “family” shall mean Tromp’s spouse and/or
              children. In the case of a termination for the causes described in
              (a) and
              (d) above, such termination shall be effective upon receipt of the
              written
              notice. In the case of the causes described in (b) and (c) above, such
              termination notice shall not be effective until ten (10) days after
              Tromp’s receipt of such notice, during which time Tromp shall have the
              right to respond to the Company’s notice and cure the breach or other
              event giving rise to the termination.

          


     

     

    
      
         

      

      
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    	(d)  	
            Event
              of Sale, Merger or Change of Control.
              In
              the event of the sale, merger or change of control of the Company during
              your employment, or in the event of an agreement to sell, merge or
              change
              control of the Company during your employment, the Company or its
              successor(s) agree to immediately vest all unvested stock and options
              and
              offer you employment under the terms given above, for a period of at
              least
              (6) six months after the sale or merger closing date. If this extension
              is
              not given by the Company or its successor(s) and accepted by you, then
              the
              Company or its successor(s) agree to pay to you a lump-sum separation
              fee
              equivalent to (6) six months of salary plus benefits. Employment “at will”
              provisions described above cannot be applied by the Company from 120
              days
              before the date of the agreement to sell or merge the Company to the
              closing date. If an “at will” action to terminate your employment is taken
              by the Company during this time period, or if you are asked to voluntarily
              end your employment by the Company during this time period, you will
              be
              entitled to immediate vesting of all unvested stock and options and
              a
              lump-sum payment of the equivalent of your salary and benefits for
              (6) six
              months, to be paid on or before the sale or merger closing date.
              

          


     

    	(e)  	
            Termination
              Upon Death.
              If
              Tromp dies during the Term of this Agreement, this Agreement shall
              terminate, except that Tromp’s legal representatives shall be entitled to
              receive any earned but unpaid compensation or expense reimbursement
              due
              hereunder through the date of death.

          


    


    	(f)  	
            Termination
              Upon Disability.
              If, during the Term of this Agreement, Tromp suffers and continues
              to
              suffer from a “Disability” (as defined below), then the Company may
              terminate this Agreement by delivering to Tromp thirty (30) calendar
              days’
              prior written notice of termination based on such Disability, setting
              forth with specificity the nature of such Disability and the determination
              of Disability by the Company. For the purposes of this Agreement,
              “Disability” means Tromp’s inability, with reasonable accommodation, to
              substantially perform Tromp’s duties, services and obligations under this
              Agreement due to physical or mental illness or other disability for
              a
              continuous, uninterrupted period of one hundred and eighty (180) calendar
              days or two hundred and ten (210) days during any twelve month period.
              Upon any such termination for Disability, Tromp shall be entitled to
              receive any earned but unpaid compensation or expense reimbursement
              due
              hereunder through the date of
              termination.

          


    


    	(g)  	
            Effect
              of Termination. 

          


    


    (i)
      In
      the event that this Agreement and Tromp’s employment is voluntarily terminated
      by Tromp pursuant to Section 13(a), or in the event the Company terminates
      this
      Agreement for cause pursuant to Section 13(c), all obligations of the Company
      and all duties, responsibilities and obligations of Tromp under this Agreement
      shall cease. Upon such termination, the Company shall (i) pay Tromp a cash
      lump
      sum equal to all accrued base salary through the date of termination plus all
      accrued vacation pay and bonuses, if any; and (ii) any shares of common stock
      or
      options granted to Tromp by the Company which have not vested pursuant to
      Section 4 hereof shall be terminated. 

    


    
      
         

      

      
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    (ii)
      In
      the event that this Agreement and Tromp’s employment is voluntarily terminated
      by the Company pursuant to Section 13(b), all obligations of the Company and
      all
      duties, responsibilities and obligations of Tromp under this Agreement shall
      cease. Upon such termination, the Company shall pay Tromp a cash lump sum equal
      to all accrued base salary through the date of termination plus all accrued
      vacation pay and bonuses, if any; (ii) the separation fee; and (iii) any shares
      of common stock or options granted to Tromp by the Company pursuant to Section
      4
      hereof shall become immediately vested. 

    


    (iii)
      In
      the event this Agreement is terminated upon the death of Tromp pursuant to
      Sections 11(e), Tromp’s estate shall be entitled to all compensation pursuant to
      Sections 4 and 5 for the period of 6 months after his death. Payment will be
      made to Tromp’s estate. In the event of a merger, consolidation, sale, or change
      of control, the Company's rights hereunder shall be assigned to the surviving
      or
      resulting company, which company shall then honor this Agreement with Tromp
      and
      his estate.

     

    14.
      Resignation as Officer.
      In the
      event that Tromp’s employment with the Company is terminated for any reason
      whatsoever, Tromp agrees to immediately resign as an Officer and/or Director
      of
      the Company and any related entities. For the purposes of this Section 14,
      the
      term the "Company" shall be deemed to include subsidiaries, parents, and
      affiliates of the Company. 

    


    15.
      Governing Law, Jurisdiction and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado without giving effect to any applicable conflicts of law
      provisions.

    


    16.
      Independent Legal Advice.
      The
      Company has obtained legal advice concerning this Agreement and has requested
      that Tromp obtain independent legal advice with respect to same before executing
      this Agreement. Tromp, in executing this Agreement, represents and warranties
      to
      the Company that he has been so advised to obtain independent legal advice,
      and
      that prior to the execution of this Agreement he has so obtained independent
      legal advice, or has, in his discretion, knowingly and willingly elected not
      to
      do so.

    


    17.
      Business Opportunities.
      During
      the Employment Term Tromp agrees to bring to the attention of the Company’s
      Board of Directors all written business proposals that come to Tromp’s attention
      and all business or investment opportunities of whatever nature that are created
      or devised by Tromp and that relate to areas in which the Company conducts
      business and might reasonably be expected to be of interest to the Company
      or
      any of its subsidiaries.

    


    18.
      Employee’s Representations and Warranties.
      Tromp
      hereby represents and warrants that he is not under any contractual obligation
      to any other company, entity or individual that would prohibit or impede Tromp
      from performing his duties and responsibilities under this Agreement and that
      he
      is free to enter into and perform the duties and responsibilities required
      by
      this Agreement. 

    


    19.
      Indemnification.

    


    	(a)  	
            The
              Company agrees that if Tromp is made a party, or is threatened to be
              made
              a party, to any action, suit or proceeding, whether civil, criminal,
              administrative or investigative (a "Proceeding"), by reason of the
              fact
              that he is or was a director, officer or employee of the Company or
              is or
              was serving at the request of the Company as a director, officer, member,
              employee or agent of another corporation, partnership, joint venture,
              trust or other enterprise, including service with respect to employee
              benefit plans, whether or not the basis of such Proceeding is Tromp’s
              alleged action in an official capacity while serving as a director,
              officer, member, employee or agent, Tromp shall be indemnified and
              held
              harmless by the Company to the fullest extent permitted or authorized
              by
              the Company's certificate of incorporation or bylaws or, if greater,
              by
              the laws of the State of Colorado, against all cost, expense, liability
              and loss (including, without limitation, attorney's fees, judgments,
              fines, ERISA excise taxes or penalties and amounts paid or to be paid
              in
              settlement) reasonably incurred or suffered by Tromp in connection
              therewith, and such indemnification shall continue as to Tromp even
              if he
              has ceased to be a director, member, employee or agent of the Company
              or
              other entity and shall inure to the benefit of Tromp’s heirs, executors
              and administrators. The Company shall advance to Tromp to the extent
              permitted by law all reasonable costs and expenses incurred by his
              in
              connection with a Proceeding within 20 days after receipt by the Company
              of a written request, with appropriate documentation, for such advance.
              Such request shall include an undertaking by Tromp to repay the amount
              of
              such advance if it shall ultimately be determined that he is not entitled
              to be indemnified against such costs and
              expenses.

          


     

     

    
      
         

      

      
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    	(b)  	
            Neither
              the failure of the Company (including its Board of Directors, independent
              legal counsel or stockholders) to have made a determination prior to
              the
              commencement of any proceeding concerning payment of amounts claimed
              by
              Tromp that indemnification of Tromp is proper because he has met the
              applicable standard of conduct, nor a determination by the Company
              (including its Board of Directors, independent legal counsel or
              stockholders) that Tromp has not met such applicable standard of conduct,
              shall create a presumption that Tromp has not met the applicable standard
              of conduct.

          


    


    	(c)  	
            The
              Company agrees to continue and maintain a liability insurance policy
              covering Tromp to the extent the Company provides such coverage for
              its
              other executives and officers.

          


    


    	(d)  	
            Promptly
              after receipt by Tromp of notice of any claim or the commencement of
              any
              action or proceeding with respect to which Tromp is entitled to indemnity
              hereunder, Tromp shall notify the Company in writing of such claim
              or the
              commencement of such action or proceeding, and the Company shall (i)
              assume the defense of such action or proceeding, (ii) employ counsel
              reasonably satisfactory to Tromp, and (iii) pay the reasonable fees
              and
              expenses of such counsel. Notwithstanding the preceding sentence, Tromp
              shall be entitled to employ counsel separate from counsel for the Company
              and from any other party in such action if Tromp reasonably determines
              that a conflict of interest exists which makes representation by counsel
              chosen by the Company not advisable. In such event, the reasonable
              fees
              and disbursements of such separate counsel for Tromp shall be paid
              by the
              Company to the extent permitted by law.

          


    


    	(e)  	
            After
              the termination of this Agreement and upon the request of Tromp, the
              Company agrees to reimburse Tromp for all reasonable travel, legal
              and
              other out-of-pocket expenses related to assisting the Company to prepare
              for or defend against any action, suit, proceeding or claim brought
              or
              threatened to be brought against the Company or to prepare for or
              institute any action, suit, proceeding or claim to be brought or
              threatened to be brought against a third party arising out of or based
              upon the transactions contemplated herein and in providing evidence,
              producing documents or otherwise participating in any such action,
              suit,
              proceeding or claim. In the event Tromp is required to appear after
              termination of this Agreement at a judicial or regulatory hearing in
              connection with Tromp's employment hereunder, or Tromp's role in
              connection therewith, the Company agrees to pay Tromp a sum, to be
              mutually agreed upon by Tromp and the Company, a daily fee and reasonable
              expenses for each day of his appearance and each day of preparation
              therefor.

          


    


    20.
      Notices.
      All
      demands, notices, and other communications to be given hereunder, if any, shall
      be in writing and shall be sufficient for all purposes if personally delivered,
      sent by facsimile or sent by United States mail to the address below or such
      other address or addresses as such party may hereafter designate in writing
      to
      the other party as herein provided.

    


    
      
         

      

      
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                Company:

              	
                Tromp:

              
	
                Tatonka
                  Oil and Gas Company, Inc.

              	
                12049
                  West 85th
                  Drive 

              
	
                1515
                  Arapahoe Street, Tower 1, 10th
                  Floor

              	
                Arvada,
                  CO 80005

              
	
                Denver,
                  CO 80202

              	 
	
                Fax
                  # (303) 949-4101

              	
                 

              


      

    

          

    


    21.
      Entire Agreement.
      This
      Agreement contains the entire agreement of the parties and there are no other
      promises or conditions in any other agreement, whether oral or written. This
      Agreement supersedes any prior written or oral agreements between the parties.
      This Agreement may be modified or amended, if the amendment is made in writing
      and is signed by both parties. This Agreement is for the unique personal
      services of Tromp and is not assignable or delegable, in whole or in part,
      by
      Tromp. This Agreement may be assigned or delegated, in whole or in part, by
      the
      Company and, in such case, shall be assumed by and become binding upon the
      person, firm, company, corporation or business organization or entity to which
      this Agreement is assigned, subject to the provisions of section 13 (d). The
      headings contained in this Agreement are for reference only and shall not in
      any
      way affect the meaning or interpretation of this Agreement. If any provision
      of
      this Agreement shall be held to be invalid or unenforceable for any reason,
      the
      remaining provisions shall continue to be valid and enforceable. The failure
      of
      either party to enforce any provision of this Agreement shall not be construed
      as a waiver or limitation of that party's right to subsequently enforce and
      compel strict compliance with every provision of this Agreement. This Agreement
      may be executed in two or more counterparts, each of which shall be deemed
      an
      original, but all of which together shall constitute one and the same instrument
      and, in pleading or proving any provision of this Agreement, it shall not be
      necessary to produce more than one of such counterparts.

    


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

     

     

    
      	 Tatonka Oil and Gas Company,
              Inc.:	 	 	  Dirck
              Tromp:
	 	 	 	 
	 	 	 	 
	/s/ BRIAN
              HUGHES    	 	 	/s/ DIRCK
              TROMP
	
              
Name:
              Brian Hughes     	 	 	
              
Dirck
              Tromp
	
              Title:
                Chairman of the Board

            	 	 	
            


    

     

     

     

     

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