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                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT
              EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between Superior
Well Services, Inc., a Delaware corporation ("Company"), and Rhys R. Reese
("Executive").

                                   WITNESSETH:

         WHEREAS, Executive is to be directly employed by Company; and

         WHEREAS, Company is desirous of directly employing Executive in an
executive capacity on the terms and conditions and for the consideration
hereinafter set forth (which includes new and additional consideration to that
which Executive is currently receiving), and Executive is desirous of being
directly employed by Company on such terms and conditions and for such
consideration;

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

ARTICLE 1: DEFINITIONS AND INTERPRETATIONS

         1.1 DEFINITIONS.

                  (a) "AFFILIATE" shall mean with respect to any natural person,
         firm, partnership, association, corporation, limited liability company,
         company, trust, entity, public body or government (a "PERSON"), any
         Person which, directly or indirectly, controls, is controlled by, or is
         under a common control with, such Person. The term "control" (including
         the terms "controlled by" and "under common control with") as used in
         this definition means the possession, directly or indirectly, of the
         power to direct or cause the direction of management and policies of a
         Person, whether through the ownership of voting securities, by
         contract, or otherwise. With respect to any natural person, the term
         "AFFILIATE" shall also mean (1) the spouse or children (including those
         by adoption) and siblings of such Person; and any trust whose primary
         beneficiary is such Person, such Person's spouse, such Person's
         siblings and/or one or more of such Person's lineal descendants, (2)
         the legal representative or guardian of such Person or of any such
         immediate family member in the event such Person or any such immediate
         family member becomes mentally incompetent and (3) any Person
         controlled by or under the common control with any one or more of such
         Person and the Persons described in clauses (1) or (2) preceding.

                  (b) "ANNUAL BASE SALARY" shall mean, as of a specified date,
         Executive's annual base salary as of such date determined pursuant to
         Section 4.1.

                  (c) "ANNUAL BONUS" shall mean the amount, if any, equal to the
         greater of:

                           (i) the annual bonus most recently paid by Company to
                  Executive pursuant to Section 4.2; or



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                           (ii) the average of the last three annual bonuses (or
                  the average of the last two annual bonuses if the Executive
                  has been employed by Company for less than three years) paid
                  by Company to Executive pursuant to Section 4.2.

                  Notwithstanding the foregoing, if Executive was employed by
                  Company for only a portion of the year with respect to which
                  such bonus was paid, then the "ANNUAL BONUS" shall equal an
                  amount determined by annualizing the bonus received by
                  Executive based on the ratio of the number of days Executive
                  was employed by Company during such year to 365 days.

                  (d) "ANNUAL COMPENSATION" shall mean an amount equal to the
         greater of:

                           (i) Executive's Annual Base Salary at the annual rate
                  in effect at the date of his Involuntary Termination;

                           (ii) Executive's Annual Base Salary at the annual
                  rate in effect 180 days prior to the date of his Involuntary
                  Termination; or

                           (iii) Executive's Annual Base Salary at the annual
                  rate in effect immediately prior to a Change of Control if
                  Executive's employment shall be subject to an Involuntary
                  Termination during the Change of Control Period.

                  Notwithstanding the foregoing, if Executive's employment shall
                  be subject to an Involuntary Termination during the Change of
                  Control Period, then the amount determined pursuant to the
                  preceding sentence shall be increased by the amount of the
                  Annual Bonus.

                  (e) "BOARD" means the Board of Directors of Company.

                  (f) "CAUSE" shall mean Executive (i) has engaged in gross
         negligence, gross incompetence or willful misconduct in the performance
         of his duties, (ii) has refused, without proper reason, to perform his
         duties, (iii) has willfully engaged in conduct which is materially
         injurious to Company or its subsidiaries (monetarily or otherwise),
         (iv) has committed an act of fraud, embezzlement or willful breach of a
         fiduciary duty to Company or an Affiliate (including the unauthorized
         disclosure of confidential or proprietary material information of
         Company or an Affiliate), or (v) has been convicted of (or pleaded no
         contest to) a crime involving fraud, dishonesty or moral turpitude or
         any felony.

                  (g) "CHANGE IN DUTIES" shall mean:

                           (i) The occurrence, prior to a Change of Control or
                  after the expiration of a Change of Control Period, of any one
                  or more of the following:

                                    (1) a material reduction in the nature or
                           scope of Executive's authorities or duties from those
                           previously applicable to him;

                                    (2) a reduction in Executive's Annual Base
                           Salary;



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                                    (3) a material diminution in employee
                           benefits (including but not limited to medical,
                           dental, life insurance and long-term disability
                           plans) and perquisites applicable to Executive from
                           those substantially similar to the employee benefits
                           and perquisites provided by Company (including its
                           subsidiaries) to executives with comparable duties;
                           or

                                    (4) a change in the location of Executive's
                           principal place of employment by Company (including
                           its subsidiaries) by more than 60 miles from the
                           location where he was principally employed; provided,
                           however, such change in the location of Executive's
                           principal place of employment shall not constitute a
                           Change in Duties if the decision to relocate was
                           mutually acceptable to Executive and Company prior to
                           such change in location.

                           (ii) The occurrence, within a Change of Control
                  Period, of any one or more of the following:

                                    (1) a material reduction in the nature or
                           scope of Executive's authorities or duties from those
                           applicable to him immediately prior to the date on
                           which a Change of Control occurs;

                                    (2) a reduction in Executive's Annual Base
                           Salary from that provided to him immediately prior to
                           the date on which a Change of Control occurs;

                                    (3) a diminution in Executive's eligibility
                           to participate in bonus, stock option, incentive
                           award and other compensation plans which provide
                           opportunities to receive compensation which are the
                           greater of (A) the opportunities provided by Company
                           (including its subsidiaries) for executives with
                           comparable duties or (B) the opportunities under any
                           such plans under which he was participating
                           immediately prior to the date on which a Change of
                           Control occurs;

                                    (4) a material diminution in employee
                           benefits (including but not limited to medical,
                           dental, life insurance and long-term disability
                           plans) and perquisites applicable to Executive from
                           the greater of (A) the employee benefits and
                           perquisites provided by Company (including its
                           subsidiaries) to executives with comparable duties or
                           (B) the employee benefits and perquisites to which he
                           was entitled immediately prior to the date on which a
                           Change of Control occurs; or

                                    (5) a change in the location of Executive's
                           principal place of employment by Company (including
                           its subsidiaries) by more than 60 miles from the
                           location where he was principally employed
                           immediately prior to the date on which a Change of
                           Control occurs; provided, however, such change in the
                           location of Executive's principal place of employment
                           shall not constitute a Change in Duties if the
                           decision to relocate was



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                           mutually acceptable to Executive and Company prior to
                           such change in location.

                  (h) "CHANGE OF CONTROL" shall mean:

                           (i) a merger of Company with another entity, a
                  consolidation involving Company, or the sale of all or
                  substantially all of the assets of Company to another entity
                  if, in any such case, (A) the holders of equity securities of
                  Company immediately prior to such transaction or event do not
                  beneficially own immediately after such transaction or event
                  equity securities of the resulting entity entitled to 50% or
                  more of the votes then eligible to be cast in the election of
                  directors generally (or comparable governing body) of the
                  resulting entity in substantially the same proportions that
                  they owned the equity securities of Company immediately prior
                  to such transaction or event or (B) the persons who were
                  members of the Board immediately prior to such transaction or
                  event shall not constitute at least a majority of the board of
                  directors of the resulting entity immediately after such
                  transaction or event;

                           (ii) the dissolution or liquidation of Company; or

                           (iii) when any person or entity (other than the
                  Snyder Holders or any Snyder Holder or any other Affiliate of
                  the Company), including a "group" as contemplated by Section
                  13(d)(3) of the Securities Exchange Act of 1934, acquires or
                  gains ownership or control (including, without limitation,
                  power to vote) of more than 50% of the combined voting power
                  of the outstanding securities of Company.

                  For purposes of the preceding sentence, (1) "resulting entity"
                  in the context of a transaction or event that is a merger,
                  consolidation or sale of all or substantially all assets shall
                  mean the surviving entity (or acquiring entity in the case of
                  an asset sale) unless the surviving entity (or acquiring
                  entity in the case of an asset sale) is a subsidiary of
                  another entity and the holders of common stock of Company
                  receive capital stock of such other entity in such transaction
                  or event, in which event the resulting entity shall be such
                  other entity, and (2) subsequent to the consummation of a
                  merger or consolidation that does not constitute a Change of
                  Control, the term "Company" shall refer to the resulting
                  entity.

                  (i) "CHANGE OF CONTROL PERIOD" means, with respect to a Change
         of Control, the two-year period beginning on the date upon which such
         Change of Control occurs.

                  (j) "CODE" shall mean the Internal Revenue Code of 1986, as
         amended.

                  (k) "COMPENSATION COMMITTEE" shall mean the Compensation
         Committee of the Board.

                  (l) "DISABILITY" shall mean that, as a result of Executive's
         incapacity due to physical or mental illness, he shall have been absent
         from the full-time performance of his duties for six consecutive months
         and he shall not have returned to full-time



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         performance of his duties within 30 days after written notice of
         termination is given to Executive by Company (provided, however, that
         such notice may not be given prior to 30 days before the expiration of
         such six-month period).

                  (m) "EFFECTIVE DATE" shall mean August 3, 2005.

                  (n) "INVOLUNTARY TERMINATION" shall mean any termination of
         Executive's employment with Company which:

                           (i) does not result from a resignation by Executive
                  (other than a resignation pursuant to clause (ii) of this
                  Section 1.1(n)); or

                           (ii) results from a resignation by Executive on or
                  before the date which is 60 days after the date upon which
                  Executive receives notice of a Change in Duties;

         provided, however, the term "INVOLUNTARY TERMINATION" shall not include
         a termination for Cause or any termination as a result of death or
         Disability.

                  (o) "MONTHLY SEVERANCE AMOUNT" shall mean an amount equal to
         one-twelfth of Executive's Annual Compensation.

                  (p) "SEVERANCE AMOUNT" shall mean an amount equal to two times
         Executive's Annual Compensation.

                  (q) "SEVERANCE PERIOD" shall mean:

                           (i) in the case of an Involuntary Termination which
                  occurs prior to a Change of Control or after the expiration of
                  a Change of Control Period, a period commencing on the date of
                  such Involuntary Termination and continuing for 24 months; or

                           (ii) in the case of an Involuntary Termination which
                  occurs during a Change of Control Period, a period commencing
                  on the date of such Involuntary Termination and continuing for
                  36 months.

                  (r) "SNYDER HOLDERS" shall mean each of Thomas C. Snyder,
         David E. Snyder, Mark A. Snyder, Dennis C. Snyder, Richard G. Snyder,
         C.H. Snyder, Jr. Grantor Retained Annuity Trust dated November 1, 2004,
         a Pennsylvania trust, Allegheny Mineral Corp., a Pennsylvania
         corporation, Armstrong Cement & Supply Corp., a Pennsylvania
         corporation, Glacial Sand & Gravel Co., a Pennsylvania corporation and
         any of their respective Affiliates.

         1.2 INTERPRETATIONS. In this Agreement, unless a clear contrary
intention appears, (a) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision, (b) reference to any Article
or Section, means such Article or Section hereof, (c) the words "including" (and
with correlative meaning "include") means including, without limiting the



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generality of any description preceding such term, and (d) where any provision
of this Agreement refers to action to be taken by either party, or which such
party is prohibited from taking, such provision shall be applicable whether such
action is taken directly or indirectly by such party.

ARTICLE 2: EMPLOYMENT AND DUTIES

         2.1 EMPLOYMENT. Effective as of the Effective Date and continuing for
the period of time set forth in Section 3.1 of this Agreement, Executive's
employment by Company shall be subject to the terms and conditions of this
Agreement.

         2.2 POSITIONS. From and after the Effective Date, Company shall employ
Executive in the positions of Executive Vice President and Chief Operating
Officer of Company, or in such other positions as the parties mutually may
agree.

         2.3 DUTIES AND SERVICES. Executive agrees to serve in the positions
referred to in Section 2.2 and to perform diligently the duties and services
appertaining to such offices, as well as such additional duties and services
appropriate to such offices which the parties mutually may agree upon from time
to time. Executive's employment shall also be subject to the policies maintained
and established by Company that are of general applicability to Company's
executive employees, as such policies may be amended from time to time.

         2.4 OTHER INTERESTS. Executive agrees, during the period of his
employment by Company, to devote substantially all of his business time, energy
and efforts to the business and affairs of Company and its Affiliates and not to
engage, directly or indirectly, in any other business or businesses, whether or
not similar to that of Company, except with the consent of the Board. The
foregoing notwithstanding, the parties recognize and agree that Executive may
engage in passive personal investment and charitable activities that do not
conflict with the business and affairs of Company or interfere with Executive's
performance of his duties hereunder.

         2.5 DUTY OF LOYALTY. Executive acknowledges and agrees that Executive
owes a fiduciary duty of loyalty to act at all times in the best interests of
Company. In keeping with such duty, Executive shall make full disclosure to
Company of all business opportunities pertaining to Company's business and shall
not appropriate for Executive's own benefit business opportunities concerning
Company's business.

ARTICLE 3: TERM AND TERMINATION OF EMPLOYMENT

         3.1 TERM. Unless sooner terminated pursuant to other provisions hereof,
Company agrees to employ Executive for the period beginning on the Effective
Date and ending on the third anniversary of the Effective Date (the "INITIAL
EXPIRATION DATE"); provided, however, that beginning on the Initial Expiration
Date, and on each anniversary of the Initial Expiration Date thereafter, if this
Agreement has not been terminated pursuant to Section 3.2 or 3.3, then said term
of employment shall automatically be extended for an additional one-year period
unless on or before the date that is 90 days prior to the first day of any such
extension period either party shall give written notice to the other that no
such automatic extension shall occur.



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         3.2 COMPANY'S RIGHT TO TERMINATE. Notwithstanding the provisions of
Section 3.1, Company shall have the right to terminate Executive's employment
under this Agreement at any time for any of the following reasons:

                  (a) upon Executive's death;

                  (b) upon Executive's Disability;

                  (c) for Cause; or

                  (d) for any other reason whatsoever, in the sole discretion of
         the Board.

         3.3 EXECUTIVE'S RIGHT TO TERMINATE. Notwithstanding the provisions of
Section 3.1 Executive shall have the right to terminate his employment under
this Agreement for any of the following reasons:

                  (a) as a result of a Change in Duties; provided, however, that
         prior to Executive's termination as a result of a Change of Duties,
         Executive must give written notice to Company of the specific
         occurrence that resulted in the Change in Duties and such occurrence
         must remain uncorrected for 10 days following such written notice; or

                  (b) at any time for any other reason whatsoever, in the sole
         discretion of Executive.

         3.4 NOTICE OF TERMINATION. If Company desires to terminate Executive's
employment hereunder at any time prior to expiration of the term of employment
as provided in Section 3.1, it shall do so by giving written notice to Executive
that it has elected to terminate Executive's employment hereunder and stating
the effective date and reason for such termination, provided that no such action
shall alter or amend any other provisions hereof or rights arising hereunder. If
Executive desires to terminate his employment hereunder at any time prior to
expiration of the term of employment as provided in Section 3.1, he shall do so
by giving a 30-day written notice to Company that he has elected to terminate
his employment hereunder and stating the effective date and reason for such
termination, provided that no such action shall alter or amend any other
provisions hereof or rights arising hereunder.

         3.5 DEEMED RESIGNATIONS. Any termination of Executive's employment
shall constitute an automatic resignation of Executive as an officer of Company
and each Affiliate of Company, and an automatic resignation of Executive from
the Board (if applicable) and from the board of directors of any Affiliate of
Company and from the board of directors or similar governing body of any
corporation, limited liability company or other entity in which Company or any
Affiliate holds an equity interest and with respect to which board or similar
governing body Executive serves as Company's or such Affiliate's designee or
other representative.

ARTICLE 4: COMPENSATION AND BENEFITS

         4.1 BASE SALARY. During the period of this Agreement, Executive shall
receive a minimum Annual Base Salary of $300,400. Executive's Annual Base Salary
shall be reviewed by the Compensation Committee on an annual basis, and, in the
sole discretion of the



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Compensation Committee, such Annual Base Salary may be increased, but not
decreased, effective as of any date determined by the Compensation Committee.
Executive's Annual Base Salary shall be paid in equal installments in accordance
with Company's standard policy regarding payment of compensation to executives
but no less frequently than monthly.

         4.2 BONUSES. Executive shall be eligible to participate in Company's
annual bonus plan or plans applicable to Executive as approved from time to time
by the Board or the Compensation Committee in amounts to be determined by the
Compensation Committee based upon criteria established by the Compensation
Committee.

         4.3 OTHER PERQUISITES. During his employment hereunder, Executive shall
be afforded the following benefits as incidences of his employment:

                  (a) BUSINESS AND ENTERTAINMENT EXPENSES - Subject to Company's
         standard policies and procedures with respect to expense reimbursement
         as applied to its executive employees generally, Company shall no less
         frequently than monthly reimburse Executive for, or pay on behalf of
         Executive, reasonable and appropriate expenses incurred by Executive
         for business related purposes, including dues and fees to industry and
         professional organizations and costs of entertainment and business
         development.

                  (b) VACATION - During his employment hereunder, Executive
         shall be entitled to five weeks of paid vacation each calendar year (or
         such greater amount of vacation as provided to executives of Company
         generally) and to all holidays provided to executives of Company
         generally.

                  (c) AUTOMOBILE - The Company shall lease for and provide to
         Executive a vehicle designated by Executive; provided, however, that
         the lease cost to the Company of such vehicle shall not exceed $800 per
         month.

                  (d) OTHER COMPANY BENEFITS - Executive and, to the extent
         applicable, Executive's spouse, dependents and beneficiaries, shall be
         allowed to participate in all benefits, plans and programs, including
         improvements or modifications of the same, which are now, or may
         hereafter be, available to other executive employees of Company. Such
         benefits, plans and programs shall include, without limitation, any
         profit sharing plan, thrift plan, health insurance or health care plan,
         life insurance, disability insurance, pension plan, supplemental
         retirement plan, vacation and sick leave plan, and the like which may
         be maintained by Company. Company shall not, however, by reason of this
         paragraph be obligated to institute, maintain, or refrain from
         changing, amending, or discontinuing, any such benefit plan or program,
         so long as such changes are similarly applicable to executive employees
         generally.

ARTICLE 5: EFFECT OF TERMINATION ON COMPENSATION; ADDITIONAL PAYMENTS

         5.1 TERMINATION OTHER THAN AN INVOLUNTARY TERMINATION. If Executive's
employment hereunder shall terminate upon expiration of the term provided in
Section 3.1 hereof because either party has provided the notice contemplated in
such paragraph, or if Executive's employment hereunder shall terminate for any
other reason except those described in Sections



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5.2 and 5.3, then all compensation and all benefits to Executive hereunder shall
continue to be provided until the date of such termination of employment and
such compensation and benefits shall terminate contemporaneously with such
termination of employment.

         5.2 INVOLUNTARY TERMINATION OTHER THAN DURING A CHANGE OF CONTROL
PERIOD. Subject to the provisions of Section 5.6 hereof, if Executive's
employment by Company or any subsidiary thereof or successor thereto shall be
subject to an Involuntary Termination which occurs prior to a Change of Control
or after the expiration of a Change of Control Period, then Company shall, as
additional compensation for services rendered to Company (including its
subsidiaries), pay to Executive the following amounts and take the following
actions after the last day of Executive's employment with Company:

                  (a) Pay Executive the Monthly Severance Amount on the first
         day of each month throughout the Severance Period; provided, however,
         that if commencement of such payments would cause any part of the
         Monthly Severance Amount to be subject to additional taxes and interest
         under Section 409A of the Code, then the payment of the Monthly
         Severance Amount shall be deferred to the earliest date upon which such
         payments can commence without being subject to such additional taxes
         and interest and the first payment of the Monthly Severance Amount
         shall include all amounts that would have been paid prior to the date
         of such payment but for the deferral required pursuant to this
         sentence.

                  (b) Cause Executive and those of his dependents (including his
         spouse) who were covered under Company's medical and dental benefit
         plans on the day prior to Executive's Involuntary Termination to
         continue to be covered under such plans (or to receive equivalent
         benefits) throughout the Severance Period at no greater cost to
         Executive than that applicable to a similarly situated Company
         executive who has not terminated employment; provided, however, that
         (i) such coverage shall terminate if and to the extent Executive
         becomes eligible to receive medical and dental coverage from a
         subsequent employer (and any such eligibility shall be promptly
         reported to Company by Executive), (ii) if Executive (and/or his
         spouse) would have been entitled to retiree medical and/or dental
         coverage under Company's plans had he voluntarily retired on the date
         of such Involuntary Termination, then such coverages shall be continued
         as provided under such plans, and (iii) such coverage to Executive (or
         the receipt of equivalent benefits) shall be provided under one or more
         insurance policies so that reimbursement or payment of benefits to
         Executive thereunder shall not result in taxable income to Executive
         (or, if any such reimbursement or payment of benefits is taxable, then
         Company shall pay to Executive an amount as shall be required to hold
         Executive harmless from any additional tax liability (including
         liability under Section 409A of the Code) resulting from the failure by
         Company to so provide insurance policies so that reimbursement or
         payment of benefits to Executive thereunder shall not result in taxable
         income to Executive).

         5.3 INVOLUNTARY TERMINATION DURING A CHANGE OF CONTROL PERIOD. Subject
to the provisions of Section 5.6 hereof, if Executive's employment by Company or
any subsidiary thereof or successor thereto shall be subject to an Involuntary
Termination during a Change of Control Period, then Company shall, as additional
compensation for services rendered to



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Company (including its subsidiaries), pay to Executive the following amounts and
take the following actions after the last day of Executive's employment with
Company:

                  (a) Pay Executive a lump sum cash payment in an amount equal
         to the Severance Amount on or before the fifth day after the last day
         of Executive's employment with Company; provided, however, that if the
         lump sum cash payment would be subject to additional taxes and interest
         under Section 409A of the Code, then payment of the lump sum cash
         payment shall be deferred to the earliest date upon which such amount
         can be paid without being subject to such additional taxes and
         interest.

                  (b) Cause any and all outstanding options to purchase common
         stock of Company held by Executive to become immediately exercisable in
         full and cause Executive's accrued benefits under any and all
         nonqualified deferred compensation plans sponsored by Company to become
         immediately nonforfeitable.

                  (c) Cause Executive and those of his dependents (including his
         spouse) who were covered under Company's medical and dental benefit
         plans on the day prior to Executive's Involuntary Termination to
         continue to be covered under such plans (or to receive equivalent
         benefits) throughout the Severance Period at no greater cost to
         Executive than that applicable to a similarly situated Company
         executive who has not terminated employment; provided, however, that
         (i) such coverage shall terminate if and to the extent Executive
         becomes eligible to receive medical and dental coverage from a
         subsequent employer (and any such eligibility shall be promptly
         reported to Company by Executive), (ii) if Executive (and/or his
         spouse) would have been entitled to retiree medical and/or dental
         coverage under Company's plans had he voluntarily retired on the date
         of such Involuntary Termination, then such coverages shall be continued
         as provided under such plans, and (iii) such coverage to Executive (or
         the receipt of equivalent benefits) shall be provided under one or more
         insurance policies so that reimbursement or payment of benefits to
         Executive thereunder shall not result in taxable income to Executive
         (or, if any such reimbursement or payment of benefits is taxable, then
         Company shall pay to Executive an amount as shall be required to hold
         Executive harmless from any additional tax liability (including
         liability under Section 409A of the Code) resulting from the failure by
         Company to so provide insurance policies so that reimbursement or
         payment of benefits to Executive thereunder shall not result in taxable
         income to Executive).

         5.4 INTEREST ON LATE PAYMENTS. If any payment provided for in Section
5.2 or Section 5.3 hereof is not made when due, then Company shall pay to
Executive interest on the amount payable from the date that such payment should
have been made under such Section until such payment is made, which interest
shall be calculated at 2% plus the prime or base rate of interest announced by
JPMorgan Chase Bank (or any successor thereto) at its principal office in New
York, and shall change when and as any such change in such prime or base rate
shall be announced by such bank, and shall further hold Executive harmless from
any liability under Section 409A of the Code.

         5.5 PARACHUTE PAYMENTS. Notwithstanding anything to the contrary in
this Agreement, if Executive is a "disqualified individual" (as defined in
Section 280G(c) of the



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Code), and the benefits provided for in this Article, together with any other
payments and benefits which Executive has the right to receive from Company and
its Affiliates, would constitute a "parachute payment" (as defined in Section
280G(b)(2) of the Code), then the benefits provided hereunder (beginning with
any benefit to be paid in cash hereunder) shall be either (1) reduced (but not
below zero) so that the present value of such total amounts and benefits
received by Executive from Company will be one dollar ($1.00) less than three
times Executive's "base amount" (as defined in Section 280G(b)(3) of the Code)
and so that no portion of such amounts and benefits received by Executive shall
be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in
full, whichever produces the better net after-tax position to Executive (taking
into account any applicable excise tax under Section 4999 of the Code and any
other applicable taxes). The determination as to whether any such reduction in
the amount of the benefits provided hereunder is necessary shall be made by the
Compensation Committee in good faith. If a reduced cash payment is made and
through error or otherwise that payment, when aggregated with other payments and
benefits from Company (or its Affiliates) used in determining if a "parachute
payment" exists, exceeds one dollar ($1.00) less than three times Executive's
base amount, then Executive shall immediately repay such excess to Company upon
notification that an overpayment has been made. Nothing in this Section 5.5
shall require Company to be responsible for, or have any liability or obligation
with respect to, Executive's excise tax liabilities under Section 4999 of the
Code.

         5.6 RELEASE AND FULL SETTLEMENT. As a condition to the receipt of any
severance compensation and benefits under this Agreement, Executive will enter
into and deliver to the Company a separate full release and waiver substantially
in the form attached hereto as Exhibit A (with such changes to such form as the
Company may reasonably require to reflect the circumstances relating to the
termination of Executive's employment and/or changes in applicable law).
Notwithstanding anything to the contrary in this Agreement, severance
compensation and other benefits will not be payable by the Company unless and
until the release has been executed by Executive, has not been revoked and is no
longer subject to revocation by Executive.

         5.7 LIQUIDATED DAMAGES. In light of the difficulties in estimating the
damages for an early termination of Executive's employment under this Agreement,
Company and Executive hereby agree that the payments, if any, to be received by
Executive pursuant to this Article 5 shall be received by Executive as
liquidated damages.

         5.8 OTHER BENEFITS. This Agreement governs the rights and obligations
of Executive and Company with respect to Executive's base salary and certain
perquisites of employment. Except as expressly provided herein, Executive's
rights and obligations both during the term of his employment and thereafter
with respect to stock options, restricted stock, incentive and deferred
compensation, life insurance policies insuring the life of Executive, and other
benefits under the plans and programs maintained by Company shall be governed by
the separate agreements, plans and other documents and instruments governing
such matters.

ARTICLE 6: PROTECTION OF CONFIDENTIAL INFORMATION

         6.1 DISCLOSURE TO AND PROPERTY OF COMPANY. All information, designs,
ideas, concepts, improvements, product developments, discoveries and inventions,
whether patentable




                                       11
<PAGE>


or not, that are conceived, made, developed or acquired by Executive,
individually or in conjunction with others, during the period of Executive's
employment by Company (whether during business hours or otherwise and whether on
Company's premises or otherwise) that relate to Company's (or any of its
Affiliates') business, trade secrets, products or services (including, without
limitation, all such information relating to corporate opportunities, product
specification, compositions, manufacturing and distribution methods and
processes, research, financial and sales data, pricing terms, evaluations,
opinions, interpretations, acquisitions prospects, the identity of customers or
their requirements, the identity of key contacts within the customer's
organizations or within the organization of acquisition prospects, marketing and
merchandising techniques, business plans, computer software or programs,
computer software and database technologies, prospective names and marks)
(collectively, "CONFIDENTIAL INFORMATION") shall be disclosed to Company and are
and shall be the sole and exclusive property of Company (or its Affiliates).
Moreover, all documents, videotapes, written presentations, brochures, drawings,
memoranda, notes, records, files, correspondence, manuals, models,
specifications, computer programs, E-mail, voice mail, electronic databases,
maps, drawings, architectural renditions, models and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries, inventions and other similar forms of expression
(collectively, "WORK PRODUCT") are and shall be the sole and exclusive property
of Company (or its Affiliates). Upon Executive's termination of employment with
Company, for any reason, Executive promptly shall deliver such Confidential
Information and Work Product, and all copies thereof, to Company.

         6.2 DISCLOSURE TO EXECUTIVE. Company has and will disclose to
Executive, or place Executive in a position to have access to or develop,
Confidential Information and Work Product of Company (or its Affiliates); and/or
has and will entrust Executive with business opportunities of Company (or its
Affiliates); and/or has and will place Executive in a position to develop
business good will on behalf of Company (or its Affiliates). Executive agrees to
preserve and protect the confidentiality of all Confidential Information or Work
Product of Company (or its Affiliates).

         6.3 NO UNAUTHORIZED USE OR DISCLOSURE. Executive agrees that he will
not, at any time during or after Executive's employment by Company, make any
unauthorized disclosure of, and will prevent the removal from Company premises
of, Confidential Information or Work Product of Company (or its Affiliates), or
make any use thereof, except in the carrying out of Executive's responsibilities
during the course of Executive's employment with Company. Executive shall use
commercially reasonable efforts to cause all persons or entities to whom any
Confidential Information shall be disclosed by him hereunder to observe the
terms and conditions set forth herein as though each such person or entity was
bound hereby. Executive shall have no obligation hereunder to keep confidential
any Confidential Information if and to the extent disclosure thereof is
specifically required by law; provided, however, that in the event disclosure is
required by applicable law, Executive shall provide Company with prompt notice
of such requirement prior to making any such disclosure, so that Company may
seek an appropriate protective order. At the request of Company at any time,
Executive agrees to deliver to Company all Confidential Information that he may
possess or control. Executive agrees that all Confidential Information of
Company (whether now or hereafter existing) conceived, discovered or made by him
during the period of Executive's employment by Company exclusively belongs to
Company (and not to Executive), and Executive will promptly disclose such
Confidential



                                       12
<PAGE>


Information to Company and perform all actions reasonably requested by Company
to establish and confirm such exclusive ownership. Affiliates of Company shall
be third party beneficiaries of Executive's obligations under this Article 6. As
a result of Executive's employment by Company, Executive may also from time to
time have access to, or knowledge of, Confidential Information or Work Product
of third parties, such as customers, suppliers, partners, joint venturers, and
the like, of Company and its Affiliates. Executive also agrees to preserve and
protect the confidentiality of such third party Confidential Information and
Work Product to the same extent, and on the same basis, as Company's
Confidential Information and Work Product.

         6.4 OWNERSHIP BY COMPANY. If, during Executive's employment by Company,
Executive creates any work of authorship fixed in any tangible medium of
expression that is the subject matter of copyright (such as videotapes, written
presentations, or acquisitions, computer programs, E-mail, voice mail,
electronic databases, drawings, maps, architectural renditions, models, manuals,
brochures, or the like) relating to Company's business, products, or services,
whether such work is created solely by Executive or jointly with others (whether
during business hours or otherwise and whether on Company's premises or
otherwise), including any Work Product, Company shall be deemed the author of
such work if the work is prepared by Executive in the scope of Executive's
employment; or, if the work is not prepared by Executive within the scope of
Executive's employment but is specially ordered by Company as a contribution to
a collective work, as a part of a motion picture or other audiovisual work, as a
translation, as a supplementary work, as a compilation, or as an instructional
text, then the work shall be considered to be work made for hire and Company
shall be the author of the work. If such work is neither prepared by Executive
within the scope of Executive's employment nor a work specially ordered that is
deemed to be a work made for hire, then Executive hereby agrees to assign, and
by these presents does assign, to Company all of Executive's worldwide right,
title, and interest in and to such work and all rights of copyright therein.

         6.5 ASSISTANCE BY EXECUTIVE. During the period of Executive's
employment by Company and thereafter, Executive shall reasonably assist Company
and its nominee, at any time, in the protection of Company's (or its
Affiliates') worldwide right, title and interest in and to Work Product and the
execution of all formal assignment documents requested by Company or its nominee
and the execution of all lawful oaths and applications for patents and
registration of copyright in the United States and foreign countries.

         6.6 REMEDIES. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Article 6 by Executive, and Company or
its Affiliates shall be entitled to enforce the provisions of this Article 6 by
terminating payments then owing to Executive under this Agreement or otherwise
and to specific performance and injunctive relief as remedies for such breach or
any threatened breach. Such remedies shall not be deemed the exclusive remedies
for a breach of this Article 6 but shall be in addition to all remedies
available at law or in equity, including the recovery of damages from Executive
and his agents.

ARTICLE 7: NON-COMPETITION OBLIGATIONS

         7.1 GENERAL. As part of the consideration for Company's employment of
Executive and the compensation and benefits that may be paid to Executive
hereunder; to protect the trade secrets and Confidential Information of Company
or its Affiliates that have been and will in the



                                       13
<PAGE>


future be disclosed or entrusted to Executive, the business good will of Company
or its Affiliates that has been and will in the future be developed in
Executive, or the business opportunities that have been and will in the future
be disclosed or entrusted to Executive by Company or its Affiliates; and as an
additional incentive for Company to enter into this Agreement, Company and
Executive agree to the provisions of this Article 7. Executive agrees that
during his employment with Company and for a period of two (2) years following
the termination of Executive's employment with Company for any reason (the
"NON-COMPETE PERIOD"), Executive shall not:

                  (a) directly or indirectly, either as principal, agent,
         independent contractor, consultant, director, officer, employee,
         employer, advisor, stockholder, partner or in any other individual or
         representative capacity whatsoever, either for his own benefit or for
         the benefit of any other person or entity either (i) hire, contract or
         solicit, or attempt any of the foregoing with respect to hiring any
         employee of Company or its Affiliates, or (ii) induce or otherwise
         counsel, advise, or encourage any employee of Company or its Affiliates
         to leave the employment of Company or its affiliates; and

                  (b) within 150 air miles of any office or shop of Company
         existing at the time of such employment or such termination, as
         applicable:

                           (i) directly or indirectly participate in the
                  ownership, management, operation or control of, or be
                  connected as an officer, employee, partner, director,
                  contractor or otherwise with, or have any financial interest
                  in or act as a consultant to any business in any of the
                  business territories in which Company is presently or from
                  time-to-time conducting business that either conducts a
                  business substantially similar to that conducted by Company or
                  its Affiliates or provides or sells a service or product that
                  is the same, substantially similar to or otherwise competitive
                  with the products and services provided or sold by Company or
                  its Affiliates (a "COMPETITIVE OPERATION"); provided, however,
                  that this provision shall not preclude Executive after the
                  termination of his employment with Company from owning less
                  than 2% of the equity securities of any publicly held
                  Competitive Operation so long as Executive does not serve as
                  an employee, officer, director or consultant to such business;

                           (ii) directly or indirectly, either as principal,
                  agent, independent contractor, consultant, director, officer,
                  employee, employer, advisor, stockholder, partner or in any
                  other individual or representative capacity whatsoever, either
                  for his own benefit or for the benefit of any other person or
                  entity call upon, solicit, divert or take away, any customer
                  or vendor of Company or its Affiliates with whom Executive
                  dealt, directly or indirectly, during his engagement with
                  Company or its Affiliates, in connection with a Competitive
                  Operation; or

                           (iii) call upon any prospective acquisition candidate
                  on Executive's own behalf or on behalf of any Competitive
                  Operation, which candidate is a Competitive Operation or which
                  candidate was, to Executive's knowledge after due inquiry,
                  either called upon by Company or for which Company or any of
                  its Affiliates made an acquisition analysis, for the purpose
                  of acquiring such entity.



                                       14
<PAGE>


         7.2 NON-DISPARAGEMENT. During Executive's employment with Company and
following any termination of employment with Company, each of Company and
Executive agree not to disparage, either orally or in writing, the other, or any
of the business, products, services or practices of the Company, or any of their
directors, officers, agents, representatives, stockholders, employees or
Affiliates.

         7.3 REMEDIES. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Article 7 by Executive, and Company or
its Affiliates shall be entitled to enforce the provisions of this Article 7 by
terminating payments then owing to Executive under this Agreement or otherwise
and to specific performance and injunctive relief as remedies for such breach or
any threatened breach. Such remedies shall not be deemed the exclusive remedies
for a breach of this Article 7 but shall be in addition to all remedies
available at law or in equity, including the recovery of damages from Executive
and his agents.

         7.4 REFORMATION. Company and Executive agree that the foregoing
restrictions are reasonable under the circumstances and that any breach of the
covenants contained in this Article 7 would cause irreparable injury to Company.
Executive understands that the foregoing restrictions may limit Executive's
ability to engage in certain businesses anywhere in the United States during the
Non-Compete Period, but acknowledges that Executive will receive sufficiently
high remuneration and other benefits from Company to justify such restriction.
Further, Executive acknowledges that his skills are such that he can be
gainfully employed in non-competitive employment, and that the agreement not to
compete will in no way prevent him from earning a living. Nevertheless, if any
of the aforesaid restrictions are found by a court of competent jurisdiction to
be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by the court making such determination so as to be reasonable and
enforceable and, as so modified, to be fully enforced. By agreeing to this
contractual modification prospectively at this time, Company and Executive
intend to make this provision enforceable under the law or laws of all
applicable States so that the entire agreement not to compete and this Agreement
as prospectively modified shall remain in full force and effect and shall not be
rendered void or illegal. Such modification shall not affect the payments made
to Executive under this Agreement.

ARTICLE 8: MISCELLANEOUS

         8.1 INDEMNIFICATION. If Executive shall obtain any money judgment or
otherwise prevail with respect to any litigation brought by Executive or Company
to enforce or interpret any provision contained herein, Company, to the fullest
extent permitted by applicable law, hereby indemnifies Executive for his
reasonable attorneys' fees and disbursements incurred in such litigation and
hereby agrees (i) to pay in full all such fees and disbursements and (ii) to pay
prejudgment interest on any money judgment obtained by Executive from the
earliest date that payment to him should have been made under this Agreement
until such judgment shall have been paid in full, which interest shall be
calculated at 2% plus the prime or base rate of interest announced by JPMorgan
Chase Bank (or any successor thereto) at its principal office in New York, and
shall change when and as any such change in such prime or base rate shall be
announced by such bank.



                                       15
<PAGE>


         8.2 PAYMENT OBLIGATIONS ABSOLUTE. Except as specifically provided in
Sections 6.6 and 7.4, Company's obligation to pay (or cause one of its
subsidiaries to pay) Executive the amounts and to make the arrangements provided
herein shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which Company (including its subsidiaries)
may have against him or anyone else. All amounts payable by Company (including
its subsidiaries hereunder) shall be paid without notice or demand. Executive
shall not be obligated to seek other employment in mitigation of the amounts
payable or arrangements made under any provision of this Agreement, and, except
as provided in Sections 5.2(b) or 5.3(c) hereof, the obtaining of any such other
employment shall in no event effect any reduction of Company's obligations to
make (or cause to be made) the payments and arrangements required to be made
under this Agreement.

         8.3 NOTICES. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

         IF TO COMPANY TO:      Superior Well Services, Inc.
                                1380 Rt. 286 East, Suite #121
                                Indiana, Pennsylvania 15701
                                Attention:  Chairman of the Board of Directors

         IF TO EXECUTIVE TO:    Rhys R. Reese
                                415 Glendale Court
                                Monroeville, PA 15146

or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices or changes of address shall be
effective only upon receipt.

         8.4 APPLICABLE LAW. This Agreement is entered into under, and shall be
governed for all purposes by, the laws of the Commonwealth of Pennsylvania.

         8.5 NO WAIVER. No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.

         8.6 SEVERABILITY. Any provision in this Agreement which is prohibited
or unenforceable in any jurisdiction by reason of applicable law shall, as to
such jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating or affecting the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

         8.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.



                                       16
<PAGE>


         8.8 WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS. Company may
withhold from any benefits and payments made pursuant to this Agreement all
federal, state, city and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee deductions made
with respect to Company's employees generally.

         8.9 HEADINGS. The paragraph headings have been inserted for purposes of
convenience and shall not be used for interpretive purposes.

         8.10 GENDER AND PLURALS. Wherever the context so requires, the
masculine gender includes the feminine or neuter, and the singular number
includes the plural and conversely.

         8.11 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of Company and any successor of Company, by merger or otherwise. This
Agreement shall also be binding upon and inure to the benefit of Executive and
his estate. If Executive shall die prior to full payment of amounts due pursuant
to this Agreement, such amounts shall be payable pursuant to the terms of this
Agreement to his estate. Executive shall not have any right to pledge,
hypothecate, anticipate or assign this Agreement or the rights hereunder, except
by will or the laws of descent and distribution.

         8.12 TERM. This Agreement has a term co-extensive with the term of
employment provided in Section 3.1. Termination shall not affect any right or
obligation of any party which is accrued or vested prior to such termination.

         8.13 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements between the
parties with respect to such subject matter. Without limiting the scope of the
preceding sentence, all understandings and agreements preceding the date of
execution of this Agreement and relating to the subject matter hereof are hereby
null and void and of no further force and effect, including, without limitation,
all prior employment and severance agreements, if any, by and between Company
and Executive. Any modification of this Agreement will be effective only if it
is in writing and signed by the party to be charged.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 3rd day of August, 2005, to be effective as of the Effective Date.


                                        SUPERIOR WELL SERVICES, INC.


                                        By: /s/ David E. Wallace
                                           -------------------------------------
                                           Name: David E. Wallace
                                           Title: CEO


                                                                         COMPANY



                                       17
<PAGE>


                                        By: /s/ Rhys R. Reese
                                           -------------------------------------
                                           Name: Rhys R. Reese
                                           Title: Secretary, COO


                                                                       EXECUTIVE



                                       18
<PAGE>


                                    EXHIBIT A


                                RELEASE AGREEMENT



         This Release Agreement (this "Agreement") constitutes the release
referred to in that certain Employment Agreement (the "Employment Agreement")
dated as of August 3, 2005, by and between Rhys R. Reese ("Executive") and
Superior Well Services, Inc. (the "Company").

         For good and valuable consideration, including the Company's provision
of certain payments and benefits to Executive in accordance with Section 5.2 or
5.3 of the Employment Agreement, Executive hereby releases, discharges and
forever acquits the Company, its Affiliates and the past, present and future
stockholders, members, partners, directors, managers, employees, agents,
attorneys, heirs, legal representatives, successors and assigns of the
foregoing, in their personal and representative capacities (collectively, the
"Company Parties"), from liability for, and hereby waives, any and all claims,
damages, or causes of action of any kind related to Executive's employment with
any Company Party, the termination of such employment, and any other acts or
omissions related to any matter with respect to Executive's employment with the
Company on or prior to the date of this Agreement including without limitation
any alleged violation through the date of this Agreement of: (i) the Age
Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the
Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv)
Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v)
the Employee Retirement Income Security Act of 1974, as amended; (vi) the
Immigration Reform Control Act, as amended; (vii) the Americans with
Disabilities Act of 1990, as amended; (viii) the Fair Labor Standards Act, as
amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Worker
Adjustment and Retraining Notification Act of 1988; (xi) the Sarbanes-Oxley Act
of 2002; (xii) the Pennsylvania Human Relations Act; (xiii) the Pennsylvania
Minimum Wage Act; (xiv) the Pennsylvania Equal Pay Law, as amended; (xv) the
Pennsylvania Wage Payment and Collection Law, as amended; (xvi) any other state
anti-discrimination law; (xvii) any other state wage and hour law; (xviii) any
other local, state or federal law, regulation, or ordinance; (xix) any public
policy, contract, tort, or common law claim; (xx) any allegation for costs,
fees, or other expenses including attorneys' fees incurred in these matters;
(xxi) any and all rights, benefits, or claims Executive may have under any
employment contract, incentive compensation plan, or stock option plan with any
Company Party, or to any ownership interest in any Company Party, except as
expressly provided in the Employment Agreement and any incentive compensation,
equity, or stock option plan or agreement between Executive and the Company or
except as arising out of Executive's current status as a holder of equity in any
Company Party; and (xxii) any claim for compensation or benefits of any kind not
expressly set forth in the Employment Agreement or any such incentive
compensation, equity, or stock option plan or agreement (collectively, the
"Released Claims"). This Agreement is not intended to indicate that any such
claims exist or that, if they do exist, they are meritorious. Rather, Executive
is simply agreeing that, in exchange for the consideration recited in the first
sentence of this paragraph, any and all potential claims of this nature that
Executive may have against the Company Parties, regardless of whether they
actually exist, are expressly settled, compromised and waived. By signing this
Agreement, Executive is bound by it. Anyone who succeeds to Executive's rights
and responsibilities, such as heirs or the



                                       19
<PAGE>


executor of Executive's estate, is also bound by this Agreement. This release
also applies to any claims brought by any person or agency or class action under
which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS
ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR
OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

         Executive affirms that he has not filed, caused to be filed, and
presently is not a party to, any claim, complaint, or action against Employer in
any forum or form. Executive further affirms that he has been paid and/or has
received all leave (paid or unpaid), compensation, wages, bonuses, commissions,
and/or benefits to which he may be entitled and that no other leave (paid or
unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to
him, except as provided in the Employment Agreement. Executive furthermore
affirms that he has no known workplace injuries or occupational diseases and has
been provided and/or has not been denied any leave requested under the Family
and Medical Leave Act of 1993. Executive agrees not to bring or join any lawsuit
against any of the Company Parties in any court relating to any of the Released
Claims. Executive represents that Executive has not brought or joined any
lawsuit or filed any charge or claim against any of the Company Parties in any
court or before any government agency and has made no assignment of any rights
Executive has asserted or may have against any of the Company Parties to any
person or entity, in each case, with respect to any Released Claims. If
Executive brings or joins any lawsuit against any of the Company Parties in any
court (except as necessary to protect Executive's rights under this release or
with respect to Executive's entry into this release) relating to any of the
Released Claims, and Executive is the prevailing party in such lawsuit,
Executive shall be obligated to return to the Company all amounts paid to
Executive under this release, to the extent permitted under applicable law and
ordered by the court. Further, if Executive violates the covenant not to sue set
forth in this paragraph, Executive shall be required to pay all costs and
expenses (including the reasonable fees of counsel, related disbursements of
counsel and court costs) incurred by any Company Party to defend such lawsuit or
other claim.

         By executing and delivering this Agreement, Executive acknowledges
that:

                  (a) Executive has carefully read this Agreement;

                  (b) Executive has had at least 21 days to consider this
         Agreement before the execution and delivery hereof to the Company;

                  (c) Executive has been and hereby is advised in writing that
         Executive may, at Executive's option, discuss this Agreement with an
         attorney of Executive's choice and that Executive has had adequate
         opportunity to do so; and

                  (d) Executive fully understands the final and binding effect
         of this Agreement; the only promises made to Executive to sign this
         Agreement are those stated in the Employment Agreement and herein; and
         Executive is signing this Agreement voluntarily and of Executive's own
         free will, and that Executive understands and agrees to each of the
         terms of this Agreement.



                                       20
<PAGE>


         Notwithstanding the initial effectiveness of this Agreement, Executive
may revoke the delivery (and therefore the effectiveness) of this Agreement
within the seven day period beginning on the date Executive delivers this
Agreement to the Company (such seven day period being referred to herein as the
"Release Revocation Period"). To be effective, such revocation must be in
writing signed by Executive and must be delivered to David E. Wallace before
11:59 p.m., August 9, 2005, Pennsylvania time, on the last day of the Release
Revocation Period. If an effective revocation is delivered in the foregoing
manner and timeframe, this Agreement shall be of no force or effect and shall be
null and void ab initio. No consideration shall be paid or provided if this
Agreement is revoked by Executive in the foregoing manner.

Executed on this 3rd day of August, 2005.



                                    /s/ Rhys R. Reese
                                    --------------------------------





STATE OF PENNSYLVANIA            )
                                 )
COUNTY OF INDIANA                )

         BEFORE ME, the undersigned authority personally appeared in person,
by me known or who produced valid identification as described below, who
executed the foregoing instrument and acknowledged before me that he subscribed
to such instrument on this 3rd day of August, 2005.


                                    /s/ Stacey Silk
                                    ---------------------------------------
                                    NOTARY PUBLIC in and for the
                                    State of Pennsylvania

                                    My Commission Expires: May 9, 2009

                                    Identification produced:



                                       21