Exhibit 10.9**ACKNOWLEDGEMENT AND TERMINATION AGREEMENT**     This Acknowledgement and Termination Agreement (this “Agreement”), dated December 15, 2006(the “Effective Date”), is made by Stephen D. Stanfield (the “Executive”):**RECITALS**     WHEREAS, the Executive is party to that certain Change in Control Agreement by andbetween Infinity Energy Resources, Inc. (“Infinity”), Consolidated Oil Well Services, Inc.(“Consolidated”), and the Executive, dated as of June 9, 2006 (the “Change in ControlAgreement”);     WHEREAS, Infinity subsequently entered into a Purchase Agreement with Q Consolidated Oil WellServices, LLC (“Q Consolidated LLC”), dated December 1, 2006 (the “PurchaseAgreement”), pursuant to which Consolidated was merged with Consolidated Oil Well Services, LLC(“Consolidated LLC”) and Infinity sold all of the outstanding membership interests inConsolidated LLC to Q Consolidated LLC (the “Purchase”);     WHEREAS, the Purchase constitutes a “Consolidated Change in Control” for purposes of theChange in Control Agreement;     WHEREAS, pursuant to Section 6 of the Change in Control Agreement, Infinity is obligated topay the Executive a lump sum in cash equal to $125,000 upon the occurrence of a Consolidated Changein Control (the “Change in Control Amount”);     WHEREAS, Infinity has made payment of the Change in Control Amount to the Executive as of theEffective Date;     WHEREAS, pursuant to Section 8 of the Change in Control Agreement, Consolidated is obligatedto pay the Executive a lump sum in cash equal to one times Executive’s Annual Compensation (asdefined in the Change in Control Agreement) upon the earliest of (a) Executive’s 90th day ofemployment after the Consolidated Change in Control, (b) the date Executive’s employment isterminated by Consolidated, or (c) the date Executive terminates his employment for the reasondescribed in Section 2(i)(i) of the Change in Control Agreement (the “Additional Amount”);and     WHEREAS, the Executive and Consolidated LLC wish to waive payment of the Additional Amount andterminate the Change in Control Agreement in exchange for 140,000 Series A Units of ConsolidatedLLC plus an amount in cash equal to $50,000 (the “Substituted Amount”).     NOW, THEREFORE, Executive hereby agrees as follows:**COVENANTS**     1. Acknowledgement. The Executive acknowledges and agrees that he hasreceived payment in full of the Change in Control Amount from Infinity and that the Executive hasno right to receive any further benefits from Infinity under the Change in Control Agreement
E-2

 
or under any other severance or change in control agreement. Further, as of the EffectiveTime, Executive knowingly and voluntarily releases Infinity, its stockholders, directors, officers,employees and agents, and each of their successors and assigns, from any and all claims, suits,demands, actions and causes of action of any kind or nature whatsoever, whether the underlyingfacts are known or unknown, which Executive has or claims, or might have or claim, pertaining to orarising out of the Change in Control Agreement.     2. Waiver; Termination of Change in Control Agreement.     (a) Executive hereby waives payment of all or any portion of the Additional Amount inexchange for the Substituted Amount, which will be paid by Consolidated LLC to the Executivewithin thirty (30) days of the Effective Date, and acknowledges that, as of the EffectiveDate, Consolidated LLC has no payment obligations under the Change in Control Agreement.Further, as of the Effective Time, Executive knowingly and voluntarily releases QConsolidated LLC and Consolidated LLC, and each of their respective stockholders, directors,officers, employees and agents, and each of their respective successors and assigns, fromany and all claims, suits, demands, actions and causes of action of any kind or naturewhatsoever, whether the underlying facts are known or unknown, which Executive has orclaims, or might have or claim, pertaining to or arising out of the Change in ControlAgreement.     (b) Executive further agrees with Infinity, Q Consolidated LLC, and Consolidated LLC,as successor in interest to Consolidated, that (a) any and all remaining rights andobligations of the parties under the Change in Control Agreement shall terminate in theirentirety as of the Effective Date and (b) the Change in Control Agreement shall terminateand be null and void as of such date.     3. No Current Liability. Infinity and Q Consolidated LLC hereby agree that theSubstituted Amount shall not be included as a current liability for purposes of the Closing DateAdjusted Working Capital Statement under the Purchase Agreement by reason of this Agreement.     4. No Oral Modification. Any modification or amendment of this Agreement, oradditional obligation assumed by Executive in connection with this Agreement, shall be effectiveonly if in writing and signed by Executive, Infinity, and Consolidated LLC, as successor ininterest to Consolidated.     5. Entire Agreement. Except as otherwise contemplated herein, this Agreementrepresents the entire agreement and understanding between the Executive, Infinity, and ConsolidatedLLC, as successor in interest to Consolidated, concerning the subject matter of this Agreement andsupersedes any and all prior agreements and understandings between the parties concerning thesubject matter of this Agreement.     6. Governing Law. This Agreement shall be governed by the laws of the State of NewYork, without regard for choice of law provisions.     7. Voluntary Execution. This Agreement is executed voluntarily and without any duressor undue influence by any party. Executive represents that:     (a) Executive has read this Agreement;     (b) Executive has been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of Executive’s own choice or that Executive has voluntarily declined toseek such counsel;     (c) Executive understands the terms and consequences of this Agreement; and     (d) Executive is fully aware of the legal and binding effect of this Agreement.**[***Signature Pages Follow***]**
E-3

 
     IN WITNESS WHEREOF, Executive has executed this Agreement as of the day and year written firstwritten above.EXECUTIVEStephen D. StanfieldStephen D. Stanfield**AGREED:****INFINITY ENERGY RESOURCES, INC**. (except with respect to Section 2(a))       By:    /s/ Timothy A. Ficker  Name:  Timothy A. Ficker  Its:  Vice President, Chief Financial Officer   *[Signature Page to Stephen D. Stanfield Acknowledgement]*
E-4

 
**CONSOLIDATED OIL WELL SERVICES, LLC**,