Unassociated Document


    Exhibit
      10.1

    


    Employment
      Agreement

    


    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3,
      2007 and shall be effective as of July 9, 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 Paul
      C. Slevin,
      an
      individual with an address located at 417 Oakwood Lane, Castle Rock, Colorado
      80108 (“Slevin”).

    


    WHEREAS,
      the Company desires to retain the services of Slevin as Chief Financial Officer
      and Slevin 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.
      Slevin
      is hereby employed and engaged to serve the Company as the Company’s Chief
      Financial Officer, or such additional titles as the Company shall specify from
      time to time with the consent of Slevin, and Slevin does hereby accept and
      agrees to such engagement and employment. 

    


    2.
      Duties.
      Slevin’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 Financial Officer of a company with a business commensurate with those
      of
      the Company. Slevin 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. Slevin shall diligently and faithfully execute and perform such duties
      and responsibilities, subject to the approval of the Company’s Chief Executive
      Officer. Slevin shall be responsible and report to the Company’s Chief Executive
      Officer. Slevin shall devote the majority of his attention, energy, and skill
      to
      the business and affairs of the Company. Slevin shall be permitted to engage
      in
      other business activities that do not directly compete with the Company.


    


    Nothing
      in this Agreement shall preclude Slevin 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 Slevin.
      During
      his employment hereunder, Slevin 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 Slevin from investing his assets in any
      business.


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


     

    4.
      Compensation of Slevin. 

    


    (a) Base
      Compensation.
      As
      compensation for the services provided by Slevin under this Agreement, the
      Company shall pay Slevin an annual salary of One Hundred Fifty Thousand Dollars
      ($150,000). The compensation of Slevin 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 Slevin options to purchase
      250,000 shares of the Company’s common stock with an exercise price of $0.85,
      which is the fair market value of such stock on the date of grant, 125,000
      shares at an exercise price of $1.00, and 125,000 shares at an exercise price
      of
      $1.25. Options will vest at 25% per year. Upon closing future equity financing,
      the Company shall grant Slevin an additional 500,000 options to purchase the
      Company’s stock. The exercise price of 250,000 of these options shall be set at
      market value, 125,000 options at market plus $0.15, and 125,000 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.

    


    (c) The
      options shall have a term of five (5) years from the respective dates of
      grant.

    


    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.

    


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

    


    5.
      Benefits. Slevin
      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.
      Slevin
      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, Slevin 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 Slevin for all reasonable out-of-pocket
      business expenses incurred in performing Slevin’s duties and responsibilities
      hereunder in accordance with the Company's policies, provided Slevin 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 Slevin's Activities. Slevin’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, Slevin 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. 

    


    (a)
      Confidential
      Information.
      Slevin
      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 Slevin other than through his employment
      by
      the Company; (ii) information in the public domain at the time of the disclosure
      of such information by Slevin; (iii) information that Slevin can document was
      independently developed by Slevin; (iv) information that is disclosed by Slevin
      with the prior written consent of the Company and (v) information that is
      disclosed by Slevin as required by law, governmental regulation or court
      order.

    


    (b)
      Documents.
      Slevin
      further agrees that all documents and materials furnished to Slevin by the
      Company and relating to the Company’s business or prospective business are and
      shall remain the exclusive property of the Company. Slevin 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 Slevin by the Company upon such expiration
      or
      earlier termination shall be conditioned upon returning all such documents
      and
      materials, and Slevin 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 Slevin, 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 Slevin’s work or projects
      or the services provided by Slevin to the Company pursuant to this Agreement,
      shall be the exclusive property of the Company. Slevin 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, Slevin will promptly disclose to the Board of Directors full
      information concerning any interest, direct or indirect, of Slevin (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, Slevin 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 Slevin, 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; provided, however, that after Slevin is terminated from employment
      with the Company
      for any reason he may engage in providing accounting and related management
      services to any entity in any business, including, without limitation, full
      time
      employment with 

     

     


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    any
      entity in the foregoing described capacities. In
      addition, during the one-year period following such expiration or earlier
      termination, neither Slevin nor the Company shall make any negative statement
      of
      any kind concerning the Company or its affiliates, or their directors, officers
      or agents or Slevin.

     

    11.
      Injunctive Relief. Slevin
      acknowledges and agrees that the covenants and obligations of Slevin 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, Slevin 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 Slevin 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.
      Slevin
      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, Slevin’s employment
      hereunder shall terminate under the following circumstances:

    


    
      	 	
              (a)

            	
              Voluntary
                Termination by Slevin.
                Slevin 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
                Slevin’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 Slevin 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
                Slevin’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
                Slevin to a felony, or any crime involving fraud or embezzlement;
                (b) the
                refusal by Slevin to perform his material duties and obligations
                hereunder; (c) Slevin’s willful and intentional misconduct in the
                performance of his material duties and obligations; or (d) if Slevin
                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 Chief Executive Officer. The written
                notice
                given hereunder by the Company to Slevin shall specify in reasonable
                detail the cause for termination. For purposes of this Agreement,
“family”
                shall mean Slevin’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 Slevin’s receipt of such notice,
                during which time Slevin shall have the right to respond to the Company’s
                notice and cure the breach or other event giving rise to the
                termination.

            


    


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    


    Slevin
      shall also have the right to terminate this Agreement and his employment
      hereunder for cause. For purposes of this Agreement the term “cause” for
      termination by Slevin shall be (a) a relocation of the principal place of
      employment of Slevin in a location outside a 25 mile radius of Denver, Colorado;
      or (b) a material diminution in the responsibilities or duties of Slevin as
      the
      Chief Financial Officer of the Company. Slevin shall give written notice to
      the
      Company of termination for cause by him and such notice shall specify in
      reasonable detail the cause for termination. In case of the termination for
      the
      cause described in (a) and (b) immediately above, such termination notice shall
      not be effective until ten (10) days after receipt by the Company of such notice
      during which time the Company shall have the right to respond to Slevin’s notice
      and cure the event giving rise to the termination. 

    


    
      	 	
              (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 employment
                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, merge
                or
                change control of 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, change of control or merger closing date.
                

            


    

     

    
      	 	
              (e)

            	
              Termination
                Upon Death.
                If
                Slevin dies during the Term of this Agreement, this Agreement shall
                terminate, except that Slevin’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, Slevin suffers and continues
                to
                suffer from a “Disability” (as defined below), then the Company may
                terminate this Agreement by delivering to Slevin 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 Slevin’s inability, with reasonable
                accommodation, to substantially perform Slevin’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,
                Slevin 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 Slevin’s employment is voluntarily terminated
      by Slevin 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 Slevin under this Agreement
      shall cease. Upon such termination, the Company shall (i) pay Slevin 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 Slevin by the Company which have not vested pursuant to
      Section 4 hereof shall be terminated. 

    


    (ii)
      In
      the event that this Agreement and Slevin’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 Slevin under this Agreement shall
      cease. Upon such termination, the Company shall pay Slevin 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 Slevin by the Company pursuant to Section
      4 hereof shall become immediately vested. 

    


    (iii)
      In
      the event this Agreement is terminated upon the death of Slevin pursuant to
      Sections 13(e), Slevin’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 Slevin’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 Slevin and his estate.

     

    14.
      Resignation as Officer.
      In the
      event that Slevin’s employment with the Company is terminated for any reason
      whatsoever, Slevin 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 Slevin obtain independent legal advice with respect to same before
      executing this Agreement. Slevin, 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 Slevin agrees to bring to the attention of the Company’s
      Chief Executive Officer and the Company’s Board of Directors all written
      business proposals that come to Slevin’s attention and all business or
      investment opportunities of whatever nature that are created or devised by
      Slevin 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.
      Slevin
      hereby represents and warrants that he is not under any contractual obligation
      to any other company, entity or individual that would prohibit or impede Slevin
      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 Slevin 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, agent 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
                Slevin’s alleged action in an official capacity while serving as a
                director, officer, member, employee or agent, Slevin 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 Slevin
                in
                connection therewith, and such indemnification shall continue as
                to Slevin
                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 Slevin’s heirs,
                executors and administrators. The Company shall advance to Slevin
                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 Slevin 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.

            


    

    


    
      	 	
              (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
                Slevin that indemnification of Slevin 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 Slevin has not met such applicable standard of
                conduct,
                shall create a presumption that Slevin has not met the applicable
                standard
                of conduct.

            


    

    


    
      	 	
              (c)

            	
              The
                Company agrees to continue and maintain a liability insurance policy
                with
                a minimum face amount of $5 million covering Slevin to the extent
                the
                Company provides such coverage for its other executives and
                officers.

            


    

    


    
      	 	
              (d)

            	
              Promptly
                after receipt by Slevin of notice of any claim or the commencement
                of any
                action or proceeding with respect to which Slevin is entitled to
                indemnity
                hereunder, Slevin 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 Slevin, and (iii) pay the reasonable fees
                and
                expenses of such counsel. Notwithstanding the preceding sentence,
                Slevin
                shall be entitled to employ counsel separate from counsel for the
                Company
                and from any other party in such action if Slevin 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 Slevin shall be paid by the Company to the extent
                permitted by law.

            


    


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              (e)

            	
              After
                the termination of this Agreement and upon the request of Slevin,
                the
                Company agrees to reimburse Slevin 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 Slevin is required to appear after
                termination of this Agreement at a judicial or regulatory hearing
                in
                connection with Slevin's employment hereunder, or Slevin's role in
                connection therewith, the Company agrees to pay Slevin a sum, to
                be
                mutually agreed upon by Slevin and the Company, a daily fee and reasonable
                expenses for each day of his appearance and each day of preparation
                therefore.

            


    

    


    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.

     

    
      	 Company:	 Slevin:
	 Tatonka Oil and Gas Company,
              Inc. 	 417
              Oakwood Lane
	 1515 Arapahoe Street, Tower 1, 10th
              Floor	 Castle Rock, Colorado
              80108
	 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 Slevin and is not assignable or delegable, in whole or in part,
      by
      Slevin. 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.:

               

               

               

            	 	 	
              Paul
                C.
                Slevin:

               

               

            
	/s/ DIRCK
              TROMP 	 	 	/s/ PAUL
              C.
              SLEVIN
	
              
Dirck
              Tromp	 	 	
              
Paul
              C. Slevin
	Chief Executive Officer