ext10_1.htm


    

       

      AGREEMENT

      


       

      This
Agreement ("Agreement") dated
January  20,   2009    is made and
entered into

      between
Best Energy Services, Inc., a Nevada corporation with offices at 1010 Lamar,
Suite 1200 

      Houston,
Texas 77002 ("BES" or the "Company"), and Larry W. Hargrave ("Hargrave") as
follows:

       

      WITNESSTH:

      


       

      WHEREAS,
Hargrave was employed by BES as its Chairman, President and Chief

       

      Executive
Officer pursuant to an Employment Agreement dated March 5, 2008 (the


      "Employment
Agreement") , a copy of which is attached hereto as Exhibit A;
and

       

      WHEREAS,
Hargrave's employment with BES terminated effective October 13,
2008;

       

      and

       

      WHEREAS,
Hargrave and BES (hereinafter together referred to as the "Parties")


      desire to
set forth the terms relating to the separation payment to be made to Hargrave


      pursuant
to Section 6 of the Employment Agreement as a result of the termination of


      Hargrave's
employment; and

       

      WHEREAS,
in furtherance of such agreement, the Parties have agreed to the terms and


      conditions
of this Agreement as set forth below;

       

      Therefore,
as material considerations and inducements to the execution and delivery


      of this
Agreement and in consideration of the mutual promises set forth herein
and

      other
good and valuable consideration, the receipt and sufficiency of which are hereby


      acknowledged,
the Parties hereby contract, covenant, and agree as follows:

       

      1.           Capitalized
Terms. Unless otherwise defined herein, capitalized terms used in this


      Agreement
shall have the meaning set forth in the Employment Agreement.

      


       

      2.           Termination.
Effective as of October 13, 2008 (hereinafter referred to as the "Termination
Date"),

       Hargrave's
status as an employee and officer of BES ceased in its entirety.

      


       

      3.            Consideration.
Hargrave shall be paid the following:

       

      (a)            Cash Pam. Hargrave
has been paid the amount of $25,000, which equals
two (2) months 

      pay at
his current Base Salary.

      


       

      (b)            Common Stock.
Hargrave will be issued 75,000 shares of the Company's common
stock, 

      par
value  $0.001   per share  ("Common Stock"),
in three equal installments
of 25,000  

       shares
each with the first such installment to be issued on January
20, 2009  and the second 

      and third
such installments to be issued on January
31, 2009 and February 28, 2009, respectively

      


       

      (c)           Medical Insurance.
Subject to the terms of the Company's medical insurance
plan in effect 

      as of the
date hereof, BES will pay for Hargrave to remain covered
under the
Company's current

      medical
insurance plan (at current levels of coverage) through April 30,
2009.

      


       

      (d)           Reimbursement of ARH
Receivables. BES has collected certain accounts receivable
of

       American
Rig Housing, Inc , a Texas corporation ("ARH"), arising prior to February
28, 2008

      (the
"Receivables"). The Company agrees to pay such collected Receivables
to Hargrave in 

      cash by
corporate check in accordance with the terms of this Section
3(d). The payment to 

      be made
pursuant to this Section 3(d) shall be made from and after
the later of (i) the date 

      that all
funds are released from the account established pursuant
to that certain Escrow 

      Agreement
dated February 14, 2008 by and among the Company,
Tony Bruce and 

      JP Morgan
Chase Bank, N.A. and (ii) the date that the Company
and Hargrave agree upon 

      he amount
of the Receivables collected by the Company.

       

      (e)            Reimbursement of Business
Expenses. BES will reimburse Hargrave for verified


      out-of-pocket
expenses incurred by Hargrave in the performance of his duties under the
Employment Agreement.

       

      (f)           Deferred
Compensation. The Company has previously agreed to pay

       

      Hargrave
a total of  $1,000,000  in deferred compensation(the
"Deferred Compensation")
and 

      currently
owes  $850,000  of the Deferred Compensation to Hargrave.
The Deferred Compensation 

      shall be
payable as follows: (i) upon execution and
delivery of this Agreement, the Company shall 

      issue a
total of 600,000 shares of Common
Stock valued at $0.50 per share to Hargrave; (ii) beginning 

      on
January 15, 2009 and
continuing through and including April 15, 2009, the Company shall pay
Hargrave

      $15,000
per month on the 15th day of each month; and (iii) beginning on May 15,
2009,

       

      the
Company shall pay Hargrave $10,000 per month for a period of 49 months. All
amounts
paid pursuant

      to this
Section 3(f) shall represent full and final payment of the Deferred
Compensation. Notwithstanding 

      anything
to the contrary set forth in this Agreement, if the Board of Directors of the
Company reasonably 

      determines
that the Company does not have sufficient cash to pay any amounts pursuant to
this Section 3(f) 

      or if the
payment of such amounts would cause a default under any agreement to which the Company is a
party,

       then the Company may postpone the
payment of any such amount until the cause of such non-payment has been
resolved.

      


       

      (g)           Taxes and
Withholding. All payments made to Hargrave under this Agreement
shall be 

      less
applicable tax withholding and payroll deductions.

       

      The
payments delivered pursuant to Paragraphs (a) through (g) above are referred to
as the
"Consideration.

      " BES is
not obligated to pay any of the Consideration if Hargrave revokes or
breaches this Agreement. Hargrave 

      acknowledges
the sufficiency of the Consideration as consideration
to him for executing this Agreement and agreeing 

      to be
bound by its terms.

       

      Additionally,
Hargrave acknowledges and agrees that upon payment of the Consideration,
he will have been paid all 

      moneys
owed to him pursuant to the Employment Agreement.

      


       

      4.           Release.

      


       

      (a)            Release
and Assignment
of All Claims by
Hargrave. In consideration of

       

      BES's
agreement to provide the Consideration described in
Paragraph 3  of this

      Agreement,
Hargrave, his spouse, heirs, executors, trustees, assigns, and attorneys, if
any

      (collectively,
the "Releasors"), hereby release and forever discharge BES and all of
its

      past,
present and future officers, directors, stockholders, partners, representatives,
board

      members,
subsidiaries, parent companies, related entities, insurance carriers,
agents,

      servants,
employees, successors, assigns, heirs, legatees, and attorneys, in their
individual

      and
official capacities (the "Released Parties"), from any and all claims, causes
of

       

      action,
lawsuits, proceedings, damages, interests, benefits, and all other demands of
any kind 

      or
character whatsoever, in law or in equity, in any way directly or indirectly
related to or 

      connected
with his employment or separation therefrom with the Released Parties.


      This
Release includes, without limitation, the following:

       

      (i)            Claims
related to Hargrave's employment and/or the termination of 

      his
employment including, without limitation, any allegation of a violation of
any

      employment,
bonus, or other compensation agreement with BES, including, without


      limitation,
the Employment Agreement;

       

      (ii)            Claims
that could have been asserted in any Charge of 

      Discrimination
filed by Hargrave with the Equal Employment Opportunity 

      Commission
and/or the Texas Workforce Commission--Civil Rights Division;

       

      (iii)            Claims
arising under state or federal constitution or state or federal

      statute
(including, without limitation, all tort claims), city ordinance, or
public

      policy,
including, without limitation, the Securities Exchange Act of 1934,
as

      amended,
the Employee Retirement Income Security Act of 1974, 29 U.S.C.

      § 1001 et
seq. and claims involving employment discrimination, harassment,

      and/or
retaliation of any form (including, without limitation, claims under the
Age

      Discrimination
in Employment Act of 1967, 29 U.S.C. §621 et seq., Title VII of 
the Civil
Rights 

      Act of
1964 as amended, 42 U.S.C.  §2000e et seq., the Civil Rights
Act of 1870, 42 U.S.C. §1981,

       the
Americans with Disabilities Act of 1990, 42
U.S.C. §12101  et seq., the Family and Medical

       Leave
Act of 1993, 29 U.S.C.
§2601 et seq., the Equal Pay Act, 29 U.S.C. §206, the Texas
Commission

      on Human
Rights Act, Tex. Lab. Code Ann. §21.001 et seq., and/or the Texas Workers'
Compensation 

      Act, Tex.
Lab. Code §451.001 et seq.);

       

      (iv)            Claims
arising under state or federal contract, tort, or common law,

      including,
without limitation, any claim of breach of contract, promissory

      estoppel,
detrimental reliance, wrongful discharge, false imprisonment,
assault,

      battery,
intentional infliction of emotional distress, defamation, slander,
libel,

      fraud,
invasion of privacy, breach of the covenant of good faith and fair
dealing,

      breach of
fiduciary duty, conversion, and tortious interference with any type
of

      third-party
relationship, as well as any and all damages that may arise out of
any

      such
claims, including, without limitation, claims for economic loss, lost
profits,

      loss of
capital, lost wages, lost earning capacity, emotional distress,
mental

      anguish,
personal injuries, punitive damages, or any future damages;

       

      (v)            Claims
of retaliation of any nature, including, but not limited to,the
anti-

      retaliatory
provisions of the statues identified in Paragraph 4(a)(iii) of this Agreement;
and

       

      (vi)            CLAIMS
OF NEGLIGENCE OF ANY KIND INCLUDING,WITHOUT


      LIMITATION,
GROSS NEGLIGENCE AGAINST BES BASED UPON THE
ACTION OR INACTION OF BES.

       

      The
claims described in Paragraph  4 (a)(i) through (vi) are
hereinafter collectively

      referred
to as the "Claims." This Agreement may be pleaded as, and shall constitute,
an

      absolute
and final bar to any and all lawsuits or administrative claims now pending,
or

      that may
hereafter be filed or prosecuted by Releasors against the Released Parties
that

      arose out
of or in connection with any of the Claims. Additionally, Hargrave agrees
that

      at no
time subsequent to the execution of this Agreement will he permit the filing
or

      maintenance,
in any state, federal, or foreign court, or before any local, state, federal,
or

      foreign
administrative agency, or any other tribunal, of any charge, claim, or action
of

      any kind
arising out of or in any way related to any of the Claims. Finally, it is
the

      intention
of the Parties that this Agreement shall be construed as broadly and
all-

      encompassing
as permitted by law and that, notwithstanding such intention, if it is
found

      that any
claim of any kind has not been released, Hargrave agrees that any such claim
is

      hereby
assigned to BES. Nothing in this Agreement shall be construed to affect
the

      rights
and responsibilities of the Equal Employment Opportunity Commission
(the

      "Commission"),
the National Labor Relations Board  (the "NLRB"), or any
otherfederal,
state 

      or local
agency with similar responsibilities to enforce any laws pertaining to
employment discrimination 

      or
retaliation, or union activity or participation. Likewise, this waiver will not
be used to justify interfering 

      with the
protected right of any employee to file a charge or participate in an
investigation or proceeding c

      onducted
by the Commission, the NLRB or any similar agency; however, Hargrave waives the
right to any

       benefits
or recovery arising out of any such proceeding.

       

      (b)           Limited Release by
BES. In consideration of the payments made to Hargrave
pursuant

       to
this Agreement and the Release and Assignment of all Claims by

       

      Hargrave
pursuant to Paragraph 4, BES, its past, present and future officers, directors,
stockholders, 

      partners,
representatives, board members, subsidiaries, parent companies, related
entities, insurance 

      carriers,
agents, servants, employees, successors, assigns, heirs, legatees, and
attorneys, hereby 

      release
Hargrave and forever discharge him from any and all claims or causes of action
which it or

       any
of them may have against him arising out of or relating in any manner whatsoever
to his

       employment
with BES, except for breaches of fiduciary duty, violations of securities laws
or fraud.

      


       

      5.           Director.
Hargrave is currently a member of the Board of Directors of BES with
a term of
office expiring 

      at the
Company's annual meeting of stockholders in 2009. Hargrave shall
remain as a director of BES until the 

      expiration
of his term of office.

       

      6.           No
Future Employment. Hargrave agrees that BES has no obligation,contractual
or otherwise, to employ 

      Hargrave
as an employee of BES in the future. Hargrave hereby
waives any right to future employment as an employee of BES.

      


       

      7.           Stock
Options. Hargrave has previously been granted the following options to
purchase
shares of the Company's common stock:

      


       

      Exercise

       

      Number
of                            Price                                                     Expiration

       

      Options                       Per
Share                        Date of
Grant                                     Date                                Vesting

       

      300,000                        $0.16                      March
5,
2008                               March
5,
2013                                     Immediate

       

      300,000                        $0.50                      March
5,
2008                               March
5,
2013                                       December
31, 2008

      


      


       

      All of
such options shall remain in full force and effect in accordance with their
respective terms.

       

      S.           No
Admission of Wrongdoing. Both Parties acknowledge and agree that
thisAgreement

      shall not
be construed as an admission by the other of any act of wrongdoing,liability,
or responsibility 

      for any
wrongdoing of any kind.

       

      9.           Taxation
Consequences and Indemnity. Hargrave acknowledges and agreesthat BES


      has made
no representations to him regarding the taxation of any portion of the
Consideration.


      Hargrave
also understands that he is solely responsible for the payment of
alltaxes, if
any, related 

      to the
Consideration and that BES has no duty to defend him against
any such
claims. Finally, 

      Hargrave
understands and agrees that he shall fully indemnify BES for any claims
brought by taxing 

      authorities
against BES seeking payment of taxes, penalties, and/or interest
related in any way to the

      assessment,
determination, and/or reporting of taxes under federal,
state, and/or local law. This agreement 

      to
indemnify BES includes the agreement to pay all
attorneys' fees and other costs that BES may reasonably 

      incur in
the defense of such claims; additionally,
the choice of counsel to represent BES in any such proceedings 

      to which
this agreement
to indemnify applies shall at all times rest within the sole discretion of BES.
Finally, 

      Hargrave
agrees that, if requested by BES at any time following his execution of this
Agreement,

      he shall
complete, execute, and deliver to BES a Form W-4 and/or Form W-9 providing such


      information
as may be necessary for any party issuing the appropriate Internal Revenue
Service

      form
related to the Consideration.

       

      10.           Entire
Agreement. Hargrave acknowledges and agrees that, except as
expressly

      set forth
herein, no representations of any kind or character have been made by or on
behalf of

      BES to
induce his execution of this document and that this Agreement constitutes the
complete

      understanding
and agreement between him and BES. Hargrave also acknowledges and
agrees

      that this
Agreement supersedes any and all prior agreements, promises, or
inducements

      concerning
the subject matter of this Agreement. By executing and delivering this
Agreement,

      Hargrave
expressly disclaims any reliance on any representations, promises, or other
statements

      by BES,
except to the extent such representations, promises, or other statements are
expressly

      contained
in this Agreement.

       

      11.           Confidentiality.
Hargrave agrees to maintain the confidentiality of the terms,

      contents
and conditions of this Agreement and shall not further disclose or discuss
the

      Agreement
except to governmental officials; as required by law; to tax advisors; and for
other

      good
cause after notice to BES and written approval by its Chairman of the Board.
Hargrave

      shall
instruct his tax advisors as to the terms of this Paragraph and shall insist
upon their compliance with

       the
terms of this Paragraph.

       

      12.           Property
and Confidential Information. Hargrave represents and warrants that

      he has
returned any and all property, information or documents including, but not
limited to, any

      and all
confidential information belonging to BES, including any originals, copies or
summaries 

      currently
in Hargrave's possession, custody or control.

       

      13.           Default
and Notice. In the event that BES fails to make any payment due
under

      the
provisions of this Agreement, Hargrave shall give written notice of such failure
to BES, and

       

      BES shall
have a period of fifteen (15) business days from receipt of such notice in which
to cure 

      such
default. For purposes of this Paragraph 13, all notices to BES for failure to
make any payment

      due under
this Agreement shall be in writing and either hand delivered or sent by
Certified Mail, 

      Return
Receipt Requested, to Steven R. Jacobs, Jackson Walker L.L.P., 112 East Pecan
Street, 

      Suite
2400, San Antonio, Texas 78205.

       

      14.           No
Presumption Against Interest. This Agreement has been jointly
negotiated,

      drafted,
and reviewed by Hargrave and BES and, therefore, no provision arising directly
or

      indirectly
herefrom may be construed against any Party as being drafted by that
Party.

       

      15.           Waiver.
No waiver of any of the terms of this Agreement shall be valid unless
in

      writing
and signed by all Parties to this Agreement. The waiver by any party hereto of
any

      provision
of this Agreement shall not operate or be construed as a waiver of any
subsequentbreach by


      any
party, nor shall any waiver operate or be construed as a rescission of this
Agreement.

       

      16.           Severability.
The Parties agree that should any part of this Agreement be

      declared
or determined by a court of competent jurisdiction to be illegal, invalid,
or

      unenforceable,
the Parties intend that the legality, validity, and enforceability of


      the
remaining parts shall not be affected thereby, and said illegal, invalid or


      unenforceable
part shall be deemed not to be a part of this Agreement.

       However,
the Parties have carefully read and understand the provisions herein


      and agree
that all aspects of this Agreement are reasonable.

      


       

      17.           Captions.  The
captions contained in this Agreement are intended for

      convenience
only and should not be considered in interpreting the terms of this
Agreement.

      


       

      18.           Understanding
of Agreement.   By signing this Agreement, Hargrave

      acknowledges
that he has fully and carefully read this Agreement, that he fully understands
and

      agrees to
its contents and effects, and that he is entering into this Agreement of his own
free will

      and
accord. Hargrave further agrees and acknowledges that:

      


       

      •           He
has read and considered the terms of this Agreement, including the
Release

      and
Assignment of All Claims set forth in Paragraph 4;

       

      •           He
understands and agrees to such terms of his own free will and
accord;

       

      •           He
has had an opportunity to consult with an attorney prior to executing
this

       

      Agreement,
and he is hereby advised in writing to consult with counsel of his 

      choice
prior to executing and delivering this Agreement;


       

      •           The
Release and Assignment of all Claims set forth in Paragraph 4
specifically

      refers to
rights and/or claims that may arise under the Age Discrimination in

      Employment
Act, 29 U.S.C.  §§  621    et seq., and
any similar state or local

      protective
statute;

       

      •           Through
this Agreement, he is releasing BES, along with the other parties
named

      above as
the "Released Parties," from any and all claims that he has or may
have

      against
them;

       

      •           He
has been given at least twenty-one (21) days to consider this Agreement
(but

      remains
free to execute this Agreement before the expiration of the
twenty-one

      (21)
days);

       

      •           For
a seven (7) day period following his execution of this Agreement, he
may

      revoke
it, and it will not become effective or enforceable until the expiration of


      the seven
(7) day period; and

      


       

      •           His
revocation, if any, must be in writing and sent to Steven R. Jacobs,
Jackson

      Walker
L.L.P., 112 East Pecan Street, Suite 2400, San Antonio, Texas 78205,


      on or
before the expiration of the seventh day after this Agreement is
executed

       by
Hargrave via facsimile at (210) 978-7790 or hand delivery at the address


      above or
e-mail to Steven R. Jacobs at sjacobs@jw.com. If Hargrave revokes 

      this
Agreement, he shall not be entitled to receive any payments under
it.

       

      19.     
 Successors and Assigns. This Agreement shall be binding upon and inure to
the

      benefit
of the parties and their respective successors and
assigns.