EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

     AN  EXECUTIVE  EMPLOYMENT  AGREEMENT  ("Agreement")  dated  this 1st day of
August,  2002,  by  and  between Sharp Energy, Inc., a Delaware corporation (the
"Company"),  and  S.  Robert  Zola  ("Executive").

     WITNESSETH:

WHEREAS,  the  Company  is  currently  obtaining the benefit of Executive's
services  as  a  full-time  executive  employee  in  the  capacity of President;

WHEREAS,  the  Company's  Board  of  Directors  (the "Board") has authorized the
Company  to  agree  to provide for Executive's con-tinued employment pursuant to
the  terms  of  this  Agreement;  and

WHEREAS,  Executive  is  willing,  in consideration of the covenants hereinafter
provided, to continue to be employed by the Company in the capacity of President
and  to  render  services  incident  to  such  position  during the term of this
Agreement.

NOW,  THEREFORE, in consideration of the mutual promises and covenants contained
herein,  the  Company  and  Executive  hereby  agree  as  follows:

1.   Employment. The Company agrees to employ Executive, and Executive agrees to
     accept employment, as an executive officer of the Company in the capacity
     of President, with such reasonable duties and responsibilities as are
     consistent with the By-laws of the Company as of the date hereof,
     including, but not limited to, establishing policies and procedures and
     managing the data processing, human resources, communication and other
     administrative areas of the Company.

2.   Term.

     (a)  Term of Agreement. The term of this Agree-ment ("Term") shall be the
          Initial Term (as defined in Paragraph 2(b) hereof), and, if
          applicable, the Extended Term (as defined in Paragraph 2(c) hereof).

     (b)  Initial Term. Subject to Paragraph 2(c) hereof, the Initial Term of
          this Agreement shall extend for three (3) years commencing on the date
          of this Agreement.

     (c)  Extended Term. Upon the occurrence of a Change in Control (as defined
          in Paragraph 2(d) hereof), the Initial Term shall end and the Term of
          this Agreement shall thereupon automatically be extended, commencing
          on the date of such Change in Control, for the shorter of three (3)
          years or the period until Executive attains the earliest age, if any,
          at which his compulsory retirement is permitted under section 12(c) of
          the Age Discrimination in Employment Act of 1967, as amended, 29
          U.S.C. 631(c), or its successor (such extended three-year or shorter
          term constituting the "Extended Term").

     (d)  Change In Control. For the purposes of this Agreement, Change in
          Control shall mean a change in the control of the Company during the
          Term of this Agreement, which shall be deemed to have occurred if:

          (i)  The registration of the Company's voting securities under the
               Securities Exchange Act of 1934, as amended (the "1934 Act"),
               terminates or the Company shall have fewer than 300 stockholders
               of record; or

          (ii) any person or group (within the meaning of Sections 13(d) and
               14(d) of the 1934 Act), other than the Company or any of its
               majority-controlled subsidiaries, becomes the beneficial owner
               (within the meaning of Rule 13d-3 under the 1934 Act) of 30
               percent or more of the combined voting power of the Company's
               then outstanding voting securities; or

          (iii) a tender offer or exchange offer (other than an offer by the
               Company or a majority-con-trolled subsidiary), pursuant to which
               30 percent or more of the combined voting power of the company's
               then outstanding voting securities was purchased, expires; or

          (iv) the stockholders of the Company approve an agreement to merge or
               consolidate with another corporation (other than a
               majority-controlled subsidiary of the Company) unless the
               stockholders of the Company immediately before the merger or
               consolidation are to own more than 70 percent of the combined
               voting power of the resulting entity's voting securities; or

          (v)  the Company's stockholders approve an agreement (including,
               without limitation, a plan of liquidation) to sell or otherwise
               dispose of all or substantially all of the business or assets of
               the Company; or

          (vi) during any period of two consecutive years, individuals who, at
               the beginning of such period, constituted the Board cease for any
               reason to constitute at least a majority thereof, unless the
               election or the nomination for election by the Company's
               stockholders of each new director was approved by a vote of at
               least two-thirds of the directors then still in office who were
               directors at the beginning of the period; or

          (vii) the acquisition of direct or indirect beneficial ownership of
               more than 15 percent of the Company's then outstanding voting
               securities by any person or group is approved over the formal
               objection of the Company by the Securities and Exchange
               Commission pursuant to Section 9 of the Public Utility Holding
               Company Act of 1935, as amended.

However, no Change in Control shall be deemed to have occur-red by reason of any
event  involving  a  transaction  in  which  Executive, or a group of persons or
entities with which Executive acts in concert, acquires, directly or indirectly,
more  than  30  percent  of  the  common  stock or the business or assets of the
Company;  any  event  involving or arising out of a proceeding under Title 11 of
the United States Code (or the provisions of any future United States bankruptcy
law),  an  assignment  for  the benefit of creditors or an insolvency proceeding
under  state  or  local law; or any event constituting approval by the Company's
stockholders  of a merger or consolidation if a majority of the group consisting
of  the  President  and  Vice  Presidents  of  the  Company  who  are parties to
agreements  conferring  rights  upon  a  Change  in Control shall have agreed in
writing prior to such approval that approval shall be deemed not to constitute a
Change  in  Control.

3.   Time. Executive agrees to devote all reasonable full time and best efforts
     for the benefit of the Company and any subsidiary of the Company, and not
     to serve any other business enterprise or organization in any capacity
     during the Term hereof without the prior written consent of the Company,
     which consent shall not be unreasonably with-held.

4.   Office.

     (a)  Initial Term. During the Initial Term, the Company shall elect
          Executive as its President of Sharp Energy, Inc.

     (b)  Extended Term. During the Extended Term of this Agreement:

          (i)  Executive shall hold and perform an office with the
               responsibility, importance and scope within the Company at least
               equal to that of the office described and contemplated in
               Paragraph 1 hereof; and

          (ii) Executive's office shall be located in Salisbury, Maryland, and
               Executive shall not be required, without his written consent, to
               change his office location or to be absent therefrom on business
               for more than 60 working days in any year.

5.   Compensation.

     (a)  Initial Term. The Company shall compensate Executive for his services
          hereunder during the Initial Term at a rate of __________ per annum,
          payable in equal semi-monthly installments, or such greater or lesser
          amount as the Board may determine ("Base Compensation"). The Base
          Compensation rate shall be reviewed annually and may be increased or
          decreased from time to time.

     (b)  Extended Term. During the Extended Term, the Company shall compensate
          Executive for his services hereun-der at a rate per annum, payable in
          equal semi-monthly installments, equal to his Base Compensation at the
          time the Extended Term commences, increased:

          (i)  effective on each anniversary of the date of this Agreement
               during the Extended Term by an amount equal to the product of
               such Base Compensation times the increase in the preceding
               calendar year of the Consumer Price Index for Urban Wage Earners
               and Clerical Workers for the Philadelphia metropolitan region as
               reported by the U.S. Department of Labor (or, if such index is no
               longer reported, the corresponding increase in a comparable
               index); and

          (ii) by such additional amounts as the Board may determine from time
               to time based, in part, on an annual review of Executive's
               compensation.

6.   Expenses. During the Term of this Agreement, the Company shall pay all
     necessary and reasonable business expenses incurred by Executive on behalf
     of the Company in the course of his employment hereunder, including,
     without limitation, expenses incurred in the conduct of the Company's
     business while away from his domicile and expenses for travel, meals,
     lodging, entertainment and related expenses that are for the benefit of the
     Company.

7.   Other Benefits.

     (a)  Executive shall be entitled to participate in all profit-sharing,
          insurance, medical and retirement benefit plans, together with
          vacation and other employee benefits of the Company, now in effect or
          as hereafter amended or established, in which the Company executive
          employees are permitted to participate. The Executive's participation
          shall be in accordance with the terms and provisions of such plans.

     (b)  The Company shall furnish Executive with a suitable office, necessary
          administrative support and customary furniture and furnishings for
          such office. The Company further agrees that Executive shall have the
          use of a Company-owned or Company-leased and Company-maintained
          automobile, new every three years, of a kind and model appropriate to
          his position with the Company.

     (c)  Nothing in this Agreement shall preclude the Company from amending or
          terminating any employee benefit plan or practice, but, it being the
          intent of the parties that the Executive shall continue to be entitled
          during the Extended Term to benefits and perquisites as set forth in
          Paragraphs 7(a) and 7(b) hereof at least equal to those attached to
          his position on the date of this Agreement, nothing in this Agreement
          shall operate as, or be construed to authorize, a reduction during the
          Extended Term without Executive's written consent in the level of such
          benefits or perquisites as in effect on the date of a Change in
          Control. If and to the extent that such benefits or perquisites are
          not payable or provided to Executive under any such plan or practice
          by reason of an amendment thereto or termination thereof during the
          Extended Term, the Company shall pay or provide such benefits or
          perquisites to Executive.

8.   Termination.

     (a)  Termination for Cause. This Agreement and Executive's employment
          hereunder may be terminated by the Company at any time for Cause. In
          the event of termination for Cause, the Executive shall not be
          entitled to any severance benefits under this agreement. During the
          Initial Term, Cause shall be as the Board may reasonably determine.
          During the Extended Term, termination of this Agreement and the
          Executive's employment shall be deemed to have been for Cause only if
          it shall have been the result of:

          (i)  conduct by Executive that constitutes a felony under the laws of
               the United States or a state in which Executive works or resides;

          (ii) an act or acts of dishonesty by Execu-tive resulting or intended
               to result directly or indirectly in material gain to or personal
               enrichment of Executive at the Company's expense;

          (iii) a deliberate and intentional refusal by Executive during the
               Extended Term (except by reason of incapacity due to illness or
               accident) to comply with the provisions of Paragraph 1 hereof,
               provided that such breach shall have resulted in demonstrably
               material injury to the Company and the Executive shall have
               failed to remedy such breach within thirty days after notice from
               the Secretary of the Company demanding that the Executive remedy
               such breach; or

          (iv) the engagement in conduct by Executive that is materially
               injurious to the Company if such conduct was undertaken without
               good faith and the reasonable belief that such conduct was in the
               best interest of the Company.

     (b)  Termination During Extended Term. During the Extended Term of this
          Agreement, the term "Termination" shall mean:

          (i)  Termination by the Company of Executive's employment; or

          (ii) Termination by Executive of his employ-ment following the
               occurrence of any of the following events:

               (A)  Failure to elect or reelect Execu-tive to, or removal of
                    Executive from, the office or offices set forth in Paragraph
                    1 hereof, or the Board if Executive shall have been a member
                    of the Board immedi-ately prior to a Change in Control of
                    the Company;

               (B)  Executive's good-faith determina-tion that there has been a
                    significant change in the nature or scope of his
                    authorities, powers, functions, duties or responsibilities
                    attached to the positions contemplated in Paragraph 1 hereof
                    or a reduction in his compensation as provided in Paragraph
                    5 hereof or his benefits as provided in Para-graph 7, which
                    change or reduction is not remedied within thirty days after
                    notice to the Company by Executive;

               (C)  Any other breach by the Company of any provision of this
                    Agreement (including, without limitation, relocation of
                    Executive in violation of Paragraph 4(b) hereof), which
                    breach is not remedied within thirty days after notice to
                    the Company by Executive; or

               (D)  The liquidation, dissolution, consolidation or merger of the
                    Company or transfer of all or a significant portion of its
                    assets unless a successor or successors (by merger,
                    consolidation or otherwise) to which all or a significant
                    portion of its assets has been transferred shall have
                    assumed all duties and obligations of the Company under this
                    Agreement;

provided that in any event set forth in this Paragraph 8(b)(ii), Executive shall
have elected to terminate his employment under this Agreement upon not less than
forty (40) and not more than ninety (90) days' notice to the Board, attention of
the  Secretary,  given,  except in the case of a continuing breach, within three
calendar  months  after  (1)  failure  to  be  so  elected or reelected, or such
removal, (2) expiration of the 30-day cure period with respect to such event, or
(3)  the closing date of such liquidation, dissolution, consolidation, merger or
transfer  of  assets.

An  election  by  Executive  to terminate his employment under the provisions of
this  Paragraph  shall  not  be  deemed a voluntary termination of employment by
Executive  for  the  purpose  of  this  Agreement or any plan or practice of the
Company.

     (c)  Payment Upon Termination During Extended Term. In the event of a
          Termination of this Agreement during the Extended Term hereof for any
          reason other than Cause or Executive's death, the Company shall,
          subject to Paragraph 9 hereof, pay to Executive (or, in the event of
          his death following the Termination, his legal representative) in cash
          within thirty (30) days after the date of such Termination (the
          "Termination Date"):

          (i)  An amount equal to the product of multiplying the monthly rate of
               Base Compensation to which Executive was entitled under Paragraph
               5(b) hereof on the day immediately prior to the Termination Date
               by the lesser of (A) twelve (12) months or (B) the number of
               months remaining in the Term of this Agreement (the shorter of
               such periods constituting the "Covered Period");

          (ii) An amount equal to the present value of the additional benefits
               that would have been paid Executive under the Company's
               retirement plans if he had continued to be employed pursuant to
               this Agreement during the Covered Period and the retirement plans
               had continued during such period without change from the date of
               the Change in Control;

          (iii) For each share of Company stock subject to a stock option that
               was awarded to Executive under a Company stock option plan, was
               held by Executive on the day immediately prior to his Termination
               Date, was not exercisable on that date but would have become
               exercisable during the Covered Period if Executive's employment
               with the Company had continued during that period, an amount
               equal to the excess of (A) the daily average closing price for a
               share of the Company's stock on the New York Stock Exchange, or
               such other national securities exchange on which such stock may
               be listed, during the 30-day period ending upon the date of the
               Change in Control, or, if higher, during the 30-day period ending
               upon the Termination Date (adjusted as appropriate for any
               changes in the capital structure of the Company) over (B) the
               option price for a share of the Company's stock subject to the
               option; and

          (iv) An amount equal to the aggregate of the Company's contributions
               to the Company's savings plan in respect of Executive that were
               not vested on the day immediately prior to the Termination Date
               but that would have been vested at the end of the Covered Period
               if Executive had remained employed by the Company for the
               duration of that period.

For  purposes  of calculating the present value specified in Paragraph 8(c)(ii),
the discount rate shall equal the PBGC interest rate for immediate annuities, as
provided  in  29  C.F.R.  Part  4044,  Appendix B, Table II or its successor, in
effect  for a valuation date coinciding with the Termination Date.  If that rate
should  no  longer  be  published,  the  discount  rate  shall  be  such closely
comparable  interest  rate  as  the  Company  may  reasonably  determine.

     (d)  Payment Upon Termination During Initial Term. In the event that the
          Company terminates this Agreement during, or elects pursuant to
          Paragraph 17 hereof not to renew this Agreement at the end of, the
          Initial Term hereof for any reason other than Cause or Executive's
          death, the Company shall continue to pay to Executive (or in the event
          of his death following such termination, his legal representative) his
          Base Compensation under Paragraph 5(a) hereof, at the semi-monthly
          rate in effect immediately prior to the date of such termination
          ("Termination Date"), for a period of six months following the
          Termination Date.

9.   Maximum Payment Upon Termination. Notwithstanding any other provision of
     this Agreement, if the Company should determine, in consultation with tax
     advisors satisfactory to Executive, that any amount payable to Executive
     pursuant to Paragraph 8 of this Agreement during the Extended Term, either
     alone or in conjunc-tion with any payments or benefits to or on behalf of
     Executive pursuant to this Agreement or otherwise, would not be deductible
     by the Company, in whole or in part, for federal income tax purposes by
     reason of section 280G of the Internal Revenue Code or its successor, then
     the aggregate amount payable to Executive pursuant to Paragraph 8 shall be
     reduced to the largest amount that, in the opinion of such tax advisors,
     the Company could pay Executive under Para-graph 8 without any part of that
     amount being nondeductible by the Company as a result of Section 280G or
     its successor.

10.  Mitigation. Executive shall not be required to mitigate the amount of any
     payment provided for in this Agreement either by seeking other employment
     or otherwise. The amount of any payment provided for herein shall not be
     reduced by any remuneration that Executive may earn from employment with
     another employer or otherwise following his Termination Date.

11.  Noncompetition Covenant. For a period of one year following the Termination
     Date and, if Executive has given a notice pursuant to Paragraph 8(b)(ii)
     hereof, for a period of 15 months following the giving of such notice,
     Executive shall assist no individual or entity other than the Company to
     acquire any entity with respect to which a proposal to acquire was
     presented to the Board prior to the beginning of the period.

12.  Indemnification. The Company shall indemnify Executive to the fullest
     extent permitted by applicable Delaware law (as may be amended from time to
     time), includ-ing the advance of expenses permitted therein.

13.  Performance. The failure of either party to this Agreement to insist upon
     strict performance of any provision hereof shall not constitute a waiver of
     its rights subse-quently to insist upon strict performance of such
     provision or any other provision of this Agreement.

14.  Non-Assignability. Neither party shall have the right to assign this
     Agreement or any rights or obligations hereunder without the consent of the
     other party.

15.  Invalidity. If any provisions of this Agreement shall be found to be
     invalid by any court of competent jurisdiction, such finding shall not
     affect the remaining provisions of this Agreement, all of the which shall
     remain in full force and effect.

16.  Arbitration and Legal Fees. In the event of any dispute regarding a refusal
     or failure by the Company to make payments or provide benefits hereunder
     for any reason, Executive shall have the right, in addition to all other
     rights and remedies provided by law, to arbitration of such dispute under
     the rules of the American Arbitration Asso-ciation, which right shall be
     invoked by serving upon the Company a notice to arbitrate, stating the
     place of arbi-tration, within ninety (90) days of receipt of notice in any
     form (including, without limitation, failure by the Company to respond to a
     notice from Executive within thirty (30) days) that the Company is
     withholding or proposes to withhold payments or provisions of benefits. In
     the event of any such dis-pute, whether or not Executive exercises his
     right to arbitration, if it shall ultimately be determined that the
     Company's refusal or failure to make payments or provide benefits hereunder
     was wrongful or otherwise inconsistent with the terms of this Agreement,
     the Company shall indemni-fy and hold harmless Executive from and against
     any and all expenses incurred in connection with such determination,
     including legal and other fees and expenses. Without limitation of or by
     the foregoing, the Company shall, within ten (10) days after notice from
     Executive, provide Executive with an irrevocable letter of credit in the
     amount of $100,000 from a bank satisfactory to Executive against which
     Executive may draw to pay legal fees and other fees and expenses in
     connection with any attempt by Executive to enforce any of his rights under
     this Agreement during the Extended Term. Said letter of credit shall not
     expire before ten (10) years following the date of this Agreement.

17.  Renewal. If the Initial Term of this Agreement expires without there having
     been a Change in Control, this Agreement shall be renewed, as of the day
     following such expiration, unless, during the period beginning 90 days
     prior and ending 30 days prior to such day, either the Company or Executive
     shall have given notice to the other that this Agreement will not be
     renewed. If this Agreement is renewed as provided under this Paragraph, the
     new Agreement shall be identical to this Agreement (except insofar as the
     Company and Executive may otherwise agree in writing) except that the date
     of the new Agreement shall be as of the day following the expiration of the
     Initial Term of this Agreement.

18.  Successors. This Agreement shall be binding upon and inure to the benefit
     of the Executive (and his personal representative), the Company and any
     successor organization or organizations that shall succeed to substantially
     all of the business and property of the Company, whether by means of
     merger, consolidation, acquisition of substantially all of the assets of
     the Company or otherwise, including by operation of law.

19.  Set-off. The Company shall have no right of set-off or counterclaim in
     respect of any claim, debt or obligation against any payments or benefits
     provided for in this Agreement.

20.  Amendments. No Amendment to this Agreement shall be effective unless in
     writing and signed by both the Company and Executive.

21.  Governing Law. This Agreement shall be interpret-ed and enforced in
     accordance with the laws of the State of Delaware.

22.  Notices. Unless otherwise stated herein, all notices hereunder shall be in
     writing and shall be deemed to be given when personally delivered or mailed
     by United States registered or certified mail, postage prepaid, to, if to
     the Company, 909 Silver Lake Boulevard, Dover, Delaware 19904, and, if to
     Executive, the last address therefore shown on the records of the Company.
     Either the Company or Executive may, by notice to the other, designate an
     address other than the foregoing for the receipt of subsequent notices.

23.  Withholding. The Company may withhold from any amounts payable to Executive
     hereunder all federal, state, city or other taxes that the Company may
     reasonably deter-mine are required to be withheld pursuant to any
     applicable law or regulation.

24.  Nature of Payments Upon Termination. All payments to Executive pursuant to
     Paragraphs 8 and 9 of this Agree-ment shall be considered as liquidated
     damages or, in the case of certain payments pursuant to Paragraph 8(d), as
     severance payments in consideration of Executive's past services to the
     Company, and no such payment shall be regarded as a penalty to the Company.

25.  Acknowledgment. The parties hereto each acknowl-edge that each has read
     this Agreement and understands the same and that each enters into this
     Agreement freely and voluntarily.

<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  above  written.

                                SHARP  ENERGY,  INC.

[CORPORATE  SEAL]               By:     _______________________________
                                Chairman
ATTEST:


__________________________
Secretary                         EXECUTIVE


                                  ____________________________________