EXECUTIVE
EMPLOYMENT AGREEMENT

       

      This
Executive Employment Agreement (this “Agreement”) is made as of August 31, 2009
(the “Effective Date”) between MESA ENERGY HOLDINGS, INC., a Delaware
corporation (the “Company”) having its principal offices at 5220 Spring Valley
Road, Suite 525, Dallas, Texas, and RANDY M. GRIFFIN (the “Executive”), an
individual residing at 4021 Mildenhall Drive, Plano, Texas 75093.

       

      WITNESSETH:

       

      WHEREAS,
the Executive desires to be employed by the Company as its Chief Executive
Officer and the Company wishes to employ the Executive in such
capacity;

       

      NOW,
THEREFORE, in consideration of the foregoing recitals and the respective
covenants and agreements of the parties contained in this document, the Company
and the Executive hereby agree as follows:

       

      1.           Employment and
Duties.  The Company agrees to employ and the Executive agrees
to serve as the Company’s Chief Executive Officer and Chairman of its Board of
Directors (the “Board”).  The duties and responsibilities of the
Executive shall include such duties and responsibilities as the Board may from
time to time reasonably assign to the Executive.

       

      The
Executive shall devote a significant amount of his working time and efforts
during the Company’s normal business hours to the business and affairs of the
Company and its subsidiaries and to the diligent and faithful performance of the
duties and responsibilities duly assigned to him pursuant to this
Agreement.  The particular job responsibilities of the Executive are
set forth in Exhibit A attached hereto.

       

      2.           Term.  The
term of this Agreement shall commence on the Effective Date and shall continue
for a period of three (3) years and shall be automatically renewed for
successive one year periods thereafter unless either party provides the other
party with written notice of his or its intention not to renew this Agreement at
least three months prior to the expiration of the initial term or any renewal
term of this Agreement.  “Employment Period” shall mean the initial
three year term plus renewals, if any.  In any event, the Employment
Period may be terminated as hereinafter provided.

       

      3.           Place of
Employment.  The Executive’s services shall be performed at the
Company’s offices that will be located in the State of Texas, and any other
locus where the Company now or hereafter has a business facility.  The
parties acknowledge, however, that the Executive may be required to travel in
connection with the performance of his duties hereunder.

       

      4.           Base
Salary.  For all services to be rendered by the Executive
pursuant to this Agreement, the Company agrees to pay the Executive during the
Employment Period a base salary (the “Base Salary”) at an annual rate of
$120,000 for the first year of the Employment Period, $150,000 for the second
year of the Employment Period and $180,000 for the third year of the Employment
Period and any years thereafter unless adjusted by the Board within its sole
discretion.  The Base Salary shall be paid in periodic installments in
accordance with the Company’s regular payroll practices.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      5.           Expenses.  The
Executive shall be entitled to prompt reimbursement by the Company for all
reasonable ordinary and necessary travel, entertainment and other expenses
incurred by the Executive while employed (in accordance with the policies and
procedures established by the Company for its senior executive officers) in the
performance of his duties and responsibilities under this Agreement; provided,
that the Executive shall properly account for such expenses in accordance with
Company policies and procedures.

       

      6.           Other
Benefits.  During the term of this Agreement, the Executive
shall be eligible to participate in incentive, savings, retirement (401(k)) and
welfare benefit plans, including, without limitation, health, medical, dental,
vision, life (including accidental death and dismemberment) and disability
insurance plans (collectively, the “Benefit Plans”), in substantially the same
manner and at substantially the same levels as the Company makes such
opportunities available to the Company’s managerial or salaried executive
employees.

       

      7.           Vacation.  During
the term of this Agreement, the Executive shall be entitled to accrue, on a pro
rata basis, paid vacation days per year in accordance with standard policy to be
established by the Company.  The Executive shall be entitled to carry
over any accrued, unused vacation days from year to year without
limitation.

       

      8.           Stock
Options.  The Board shall determine, from time to time, in its
discretion whether and to what extent the Executive may participate in any stock
or option plan hereafter adopted by the Company.

       

      9.           Termination of
Employment.  Any other provisions of this Agreement to the
contrary notwithstanding, the Executive’s employment may be terminated under the
following conditions:

       

      (a)           Death.  If
the Executive dies during the Employment Period, this Agreement and the
Executive’s employment with the Company shall automatically terminate and the
Company shall have no further obligations to the Executive or his heirs,
administrators or executors with respect to compensation and benefits accruing
thereafter, except for the obligation to pay to the Executive’s heirs,
administrators or executors any earned but unpaid Base Salary, unpaid pro rata annual bonus, if
any, and unused vacation days accrued through the date of death and
reimbursement of any and all reasonable expenses paid or incurred by the
Executive in connection with and related to the performance of his duties and
responsibilities for the Company during the period ending on the termination
date.  The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.  In addition, the Executive’s spouse and minor children
shall be entitled to continued coverage, at the Company’s expense, under all
health, medical, dental and vision insurance plans in which the Executive was a
participant immediately prior to his last date of employment with the Company
for a period of one year following the death of the Executive.


      
        
           


        

        
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      (b)           Disability.  In
the event that, during the term of this Agreement, the Executive shall be
prevented from performing his duties and responsibilities hereunder to the full
extent required by the Company by reason of Disability (as defined below) this
Agreement and the Executive’s employment with the Company shall automatically
terminate and the Company shall have no further obligations or liability to the
Executive or his heirs, administrators or executors with respect to compensation
and benefits accruing thereafter, except for the obligation to pay the Executive
or his heirs, administrators or executors any earned but unpaid Base Salary,
unpaid pro rata annual
bonus, if any, and unused vacation days accrued through the Executive’s last
date of employment with the Company and reimbursement of any and all reasonable
expenses paid or incurred by the Executive in connection with and related to the
performance of his duties and responsibilities for the Company during the period
ending on the termination date.  The Company shall deduct, from all
payments made hereunder, all applicable taxes, including income tax, FICA and
FUTA, and other appropriate deductions through the last date of the Executive’s
employment with the Company.  For purposes of this Agreement,
“Disability” shall mean a physical or mental disability that prevents the
performance by the Executive, with or without reasonable accommodation, of his
duties and responsibilities hereunder for a period of not less than an aggregate
of three months during any twelve consecutive months.

       

      (c)           Cause.

       

      (1)           At
any time during the Employment Period, the Company may terminate this Agreement
and the Executive’s employment hereunder for Cause.  For purposes of
this Agreement, “Cause” shall mean: (a) the willful and continued failure of the
Executive to perform substantially his duties and responsibilities for the
Company (other than any such failure resulting from a Disability) after a
written demand by the Board for substantial performance is delivered to the
Executive by the Company, which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed his duties and
responsibilities, which willful and continued failure is not cured by the
Executive within 30 days of his receipt of such written demand; (b) the
conviction of, or plea of guilty or nolo contendere to, a felony,
(c), violation of Sections 10 or 11 of this Agreement, or (d) fraud, dishonesty
or gross misconduct which is materially and demonstratively injurious to the
Company.  Termination under Section 9(c)(1)(b), 9(c)(1)(c) or
9(c)(1)(d) above shall not be subject to cure.

       

      (2)           Upon
termination of this Agreement for Cause, the Company shall have no further
obligations or liability to the Executive or his heirs, administrators or
executors with respect to compensation and benefits thereafter, except for the
obligation to pay the Executive any earned but unpaid Base Salary, unused
vacation days accrued through the Executive’s last date of employment with the
Company and reimbursement of any and all reasonable expenses paid or incurred by
the Executive in connection with and related to the performance of his duties
and responsibilities for the Company during the period ending on the termination
date.  The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.


      
        
           


        

        
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      (d)           Change of
Control.  For purposes of this Agreement, “Change of Control”
shall mean the occurrence of any one or more of the following: (i) the
accumulation, whether directly, indirectly, beneficially or of record, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended) of 50% or more of the shares
of the outstanding equity securities of the Company, (ii) a merger or
consolidation of the Company in which the Company does not survive as an
independent company or upon the consummation of which the holders of the
Company’s outstanding equity securities prior to such merger or consolidation
own less than 50% of the outstanding equity securities of the Company after such
merger or consolidation, or (iii) a sale of all or substantially all of the
assets of the Company; provided, however, that the following acquisitions shall
not constitute a Change of Control for the purposes of this Agreement: (A) any
acquisitions of common stock or securities convertible into common stock
directly from the Company, or (B) any acquisition of common stock or securities
convertible into common stock by any employee benefit plan (or related trust)
sponsored by or maintained by the Company.

       

      (e)           Good
Reason.

       

      (1)           At
any time during the term of this Agreement, subject to the conditions set forth
in Section 9(e)(2) below, the Executive may terminate this Agreement and the
Executive’s employment with the Company for “Good Reason.”  For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of
the following events: (A) the assignment, without the Executive’s consent, to
the Executive of duties that are significantly different from, and that result
in a substantial diminution of, the duties that he assumed on the Effective
Date; (B) the assignment, without the Executive’s consent, to the Executive of a
title that is different from and subordinate to the title Chief Executive
Officer; (C) any termination of the Executive’s employment by the Company, other
than a termination for Cause, within 12 months after a Change of Control; (D)
the assignment, without the Executive’s consent, to the Executive of duties that
are significantly different from, and that result in a substantial diminution
of, the duties that he assumed as Chief Executive Officer on the Effective Date
within 12 months after a Change of Control; or (E) material breach by the
Company of this Agreement.

       

      (2)           The
Executive shall not be entitled to terminate this Agreement for Good Reason
unless and until he shall have delivered written notice to the Company of his
intention to terminate this Agreement and his employment with the Company for
Good Reason, which notice specifies in reasonable detail the circumstances
claimed to provide the basis for such termination for Good Reason, and the
Company shall not have eliminated the circumstances constituting Good Reason
within 30 days of its receipt from the Executive of such written
notice.

       

      (3)           In
the event that the Executive terminates this Agreement and his employment with
the Company for Good Reason, the Company shall pay or provide to the Executive
(or, following his death, to the Executive’s heirs, administrators or
executors): (A) any earned but unpaid Base Salary, unpaid pro rata annual bonus, if
any, and unused vacation days accrued through the Executive’s last day of
employment with the Company; (B) continued coverage, at the Company’s expense,
under all Benefits Plans in which the Executive was a participant immediately
prior to his last date of employment with the Company, or, in the event that any
such Benefit Plans do not permit coverage of the Executive following his last
date of employment with the Company, under benefit plans that provide no less
coverage than such Benefit Plans, for a period of one year following the
termination of employment; and (C) reimbursement of any and all reasonable
expenses paid or incurred by the Executive in connection with and related to the
performance of his duties and responsibilities for the Company during the period
ending on the termination date.  All payments due hereunder shall be
payable according to the Company’s standard payroll procedures.  The
Company shall deduct, from all payments made hereunder, all applicable taxes,
including income tax, FICA and FUTA, and other appropriate
deductions.


      
        
           


        

        
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      (f)           Without “Good Reason” by the
Executive or “Cause” by the Company.

       

      (1)           By the
Executive.  At any time during the term of this Agreement, the
Executive shall be entitled to terminate this Agreement and the Executive’s
employment with the Company without Good Reason by providing prior written
notice of at least 30 days to the Company.  The Executive’s failure to
renew the term of this Agreement pursuant to Section 2 hereof shall be deemed a
termination by the Executive without Good Reason, and no additional notice shall
be required other than that provided for in Section 2.  Upon
termination by the Executive of this Agreement and the Executive’s employment
with the Company without Good Reason, the Company shall have no further
obligations or liability to the Executive or his heirs, administrators or
executors with respect to compensation and benefits thereafter, except for the
obligation to pay the Executive any earned but unpaid Base Salary, unused
vacation days accrued through the Executive’s last day of employment with the
Company and reimbursement of any and all reasonable expenses paid or incurred by
the Executive in connection with and related to the performance of his duties
and responsibilities for the Company during the period ending on the termination
date.  The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.

       

      (2)           By the
Company.  At any time during the term of this Agreement, the
Company shall be entitled to terminate this Agreement and the Executive’s
employment with the Company without Cause by providing prior written notice of
at least 30 days to the Executive.  The Company’s failure to renew the
term of this Agreement pursuant to Section 2 hereof shall be deemed a
termination by the Company without Cause, and no additional notice shall be
required other than that provided for in Section 2.  Upon termination
by the Company of this Agreement and the Executive’s employment with the Company
without Cause, the Company shall pay or provide to the Executive (or, following
his death, to the Executive’s heirs, administrators or
executors):  (A) any earned but unpaid Base Salary, unpaid pro rata annual bonus, if
any, and unused vacation days accrued through the Executive’s last day of
employment with the Company; (B) continued coverage, at the Company’s expense,
under all Benefits Plans in which the Executive was a participant immediately
prior to his last date of employment with the Company, or, in the event that any
such Benefit Plans do not permit coverage of the Executive following his last
date of employment with the Company, under benefit plans that provide no less
coverage than such Benefit Plans, for a period of one year following the
termination of employment; and (C) reimbursement of any and all reasonable
expenses paid or incurred by the Executive in connection with and related to the
performance of his duties and responsibilities for the Company during the period
ending on the termination date.  All payments due hereunder shall be
payable according to the Company’s standard payroll procedures.  The
Company shall deduct, from all payments made hereunder, all applicable taxes,
including income tax, FICA and FUTA, and other appropriate
deductions.


      
        
           


        

        
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      10.           Confidential
Information.

       

      (a)           The
Executive expressly acknowledges that, in the performance of his duties and
responsibilities with the Company, he has been exposed since prior to the
Effective Date, and will be exposed, to the trade secrets, business and/or
financial secrets and confidential and proprietary information of the Company,
its affiliates and/or its clients, business partners or customers (“Confidential
Information”).  The term “Confidential Information” includes
information or material that has actual or potential commercial value to the
Company, its affiliates and/or its clients, business partners or customers and
is not generally known to and is not readily ascertainable by proper means to
persons outside the Company, its affiliates and/or its clients or
customers.  However, Confidential Information shall not include
pre-existing information known to the Executive and not learned during the
course of employment.

       

      (b)           Except
as authorized in writing by the Board, during the performance of the Executive’s
duties and responsibilities for the Company and until such time as any such
Confidential Information becomes generally known to and readily ascertainable by
proper means to persons outside the Company, its affiliates and/or its clients,
business partners or customers, the Executive agrees to keep strictly
confidential and not use for his personal benefit or the benefit to any other
person or entity (other than the Company) the Confidential
Information.  “Confidential Information” includes, without limitation,
the following, whether or not expressed in a document or medium, regardless of
the form in which it is communicated, and whether or not marked “trade secret”
or “confidential” or any similar legend:  (i) lists of and/or
information concerning customers, prospective customers, suppliers, employees,
consultants, co-venturers and/or joint venture candidates of the Company, actual
or prospective distributors, its affiliates or its clients or customers; (ii)
information submitted by customers, prospective customers, suppliers, employees,
distributors, consultants and/or co-venturers of the Company, its affiliates
and/or its clients or customers; (iii) non-public information proprietary to the
Company, its affiliates and/or its clients or customers, including, without
limitation, cost information, profits, sales information, prices, accounting,
unpublished financial information, business plans or proposals, expansion plans
(for current and proposed facilities), markets and marketing methods,
advertising and marketing strategies, administrative procedures and manuals, the
terms and conditions of the Company’s contracts and trademarks and patents under
consideration, distribution channels, franchises, investors, sponsors and
advertisers; (iv) proprietary technical information and/or intellectual property
concerning or relating to products and services of the Company, its affiliates
and/or its clients, business partners or customers, including, without
limitation, product data and specifications, diagrams, flow charts, know how,
processes, designs, formulae, inventions and product development; (v) lists of
and/or information concerning applicants, candidates or other prospects for
employment, independent contractor or consultant positions at or with any actual
or prospective customer or client of the Company and/or its affiliates, any and
all confidential processes, inventions or methods of conducting business of the
Company, its affiliates and/or its clients, business partners or customers; (vi)
acquisition or merger targets; (vii) business plans or strategies, data,
records, financial information or other trade secrets concerning the actual or
contemplated business, strategic alliances, policies or operations of the
Company or its affiliates; or (viii) any and all versions of proprietary
computer software (including source and object code), hardware, firmware, code,
discs, tapes, data listings and documentation of the Company; or (ix) any other
confidential information disclosed to the Executive by, or which the Executive
obligated under a duty of confidence from, the Company, its affiliates, and/or
its clients, business partners or customers.


      
        
           


        

        
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      (c)           The
Executive affirms that he does not possess and will not rely upon the protected
trade secrets or confidential or proprietary information of any prior
employer(s) in providing services to the Company.

       

      (d)           In
the event that the Executive’s employment with the Company terminates for any
reason, the Executive shall deliver forthwith to the Company any and all
originals and copies, including those in electronic or digital formats, of the
Confidential Information.

       

      11.           Right of First Offer,
Non-Compete and Non-Solicitation.

       

      (a)           The
Executive agrees that if he obtains an opportunity to develop, acquire and/or
invest in oil and/or gas wells or properties located in the state of New York or
elsewhere in the Appalachian Basin (the “Territory”), that it will first offer
to the Company the opportunity to acquire and/or invest in such interests (the
“Offer”) prior to directly and/or indirectly proceeding with such opportunity
for his own account.  The Company shall have a period of thirty (30)
days from the receipt of written notice to elect whether it desires to accept
the Offer, and absent an affirmative decision of the Company, in writing to
accept the Offer, the Executive shall be permitted to pursue same for his own
account.

       

      (b)           The
Executive will not hold, accept or otherwise acquire any position with another
entity, as a shareholder, partner, consultant, officer or director, which such
position imposes on him, or may impose upon him in the future, a duty which
could result in a conflict of interest arising between the Executive and the
Company respecting any aspect of oil and gas exploration and production,
including, without limitation, acquisition or divestiture of properties, access
to financing and personnel, except that the Executive
shall be permitted to engage in non-competitive consulting activities with other
exploration and/or production companies, not to exceed in the aggregate twenty
(20) days in any calendar year, and provided that the activities are
non-competitive with the Company and approved in advance by the Company’s Board
in writing.

       

      (c)           In
the event that the Executive terminates his employment and the Company is not in
default of any material provision of this Agreement, the Executive shall not,
directly or indirectly, own, manage, operate, finance, control or participate in
the ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend any credit to, or render
services or advice to any business, firm, corporation, partnership, association,
joint venture or other entity that engages in or conducts the business of oil
and gas exploration or any other business the same as or substantially similar
to the business then engaged in or conducted by, or then proposed to be engaged
in or conducted by, the Company or included in the future strategic plan of the
Company, anywhere within those states where the Company owns or operates
properties at the time the Executive terminates his employment with the Company;
provided, however, that the
Executive may own less than 5% of the outstanding shares of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.  This restriction on the
Executive’s activities shall terminate twelve (12) months from the date of such
termination.  In the event that the Company shall merge or be acquired
or if this Agreement is otherwise assigned by the Company to another entity, the
Executive expressly consents to the assignment of this provision to such
successor or assignee.


      
        
           


        

        
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      (d)           For
a period of one (1) year after the termination of his employment, the Executive
shall not:

       

      (1)           Recruit,
solicit or hire, or attempt to recruit, solicit or hire, any employee, or
independent contractor of the Company to leave the employment (or independent
contractor relationship) thereof, whether or not any such employee or
independent contractor is party to an employment agreement;

       

      (2)           Attempt
in any manner to solicit or accept from any customer of the Company, with whom
the Company had significant contact during the term of the Agreement, business
of the kind or competitive with the business done by the Company with such
customer or to persuade or attempt to persuade any such customer to cease to do
business or to reduce the amount of business which such customer has customarily
done or is reasonably expected to do with the Company, or if any such customer
elects to move its business to a person other than the Company, provide any
services (of the kind or competitive with the business of the Company) for such
customer, or have any discussions regarding any such service with such customer,
on behalf of such other person; or

       

      (3)           Interfere
with any relationship, contractual or otherwise, between the Company and any
other party, including, without limitation, any supplier, distributor,
co-venturer or joint venturer of the Company to discontinue or reduce its
business with the Company or otherwise interfere in any way with the business of
the Company.

       

      12.           Construction and Enforcement
of Sections 10 and 11.  The parties hereto recognize and
acknowledge that the provisions of Sections 10 and 11 are of great importance
and value to the Company.  The Executive recognizes that the
provisions of Sections 10 and 11 are necessary for the Company's protection, are
reasonable restraints ancillary to the formation and organization of the
business and the retention of the Executive to run the business, and that the
Company would be irreparably damaged by a breach thereof and would not be
adequately compensated by monetary damages.  The Company, therefore,
in addition to its other remedies, shall be entitled to an injunction from any
court having jurisdiction restraining any violation or threatened violation of
the provisions of Sections 10 and 11, without the necessity of proving monetary
damages, without the necessity of proving that monetary damages would be
insufficient, and without the necessity of posting a bond.  If any
provision of Sections 10 and 11 is held to be unenforceable because of the
scope, duration or area of its applicability, the court making such
determination shall have the power to modify such scope, duration or area, or
all of them, and such provision shall then be applicable in such modified
form.  If any provision of Sections 10 and 11 shall be held to be
invalid, prohibited or unenforceable in any jurisdiction for any reason, such
provision, as to such jurisdiction, shall be ineffective to the extent of such
invalidity, prohibition or unenforceability, without invalidating the remaining
provisions of Sections 10 and 11 or affecting the validity or enforceability of
such provisions in any other jurisdiction


      
        
           


        

        
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      13.           Dispute
Resolution.  Any and all controversies, claims, or disputes
arising out of, relating to, or resulting from this Agreement shall be subject
to binding arbitration under the Delaware Uniform Arbitration Act for Commercial
Disputes (the “Act”) and pursuant to Delaware law.  Any arbitration
will be administered by the American Arbitration Association (“AAA”) in
accordance with its Rules for the Resolution of Commercial
Disputes.  The Executive agrees that the arbitrator shall have the
power to decide any motions brought by any party to the arbitration, including
motions for summary judgment and/or adjudication and motions to dismiss and
demurrers, prior to any arbitration hearing.  The Executive also
agrees the arbitrator shall have the power to award any remedies, including
attorneys’ fees and costs, available under applicable law.  The
Executive understands that each party shall bear its own costs and expenses,
including attorneys’ fees, incurred in connection with any
arbitration.  The decision of the arbitrator shall be in
writing.  Except as provided by the Act or as set forth herein,
arbitration shall be the sole, exclusive and final remedy for any dispute under
this Agreement.  Accordingly, except as provided by the Act or as set
forth herein, neither the Executive nor the Company will be permitted to pursue
court action regarding this Agreement.  In addition to the right under
the Act to petition the court for provisional relief, the Executive agrees that
any party may also petition the court for injunctive or other forms of relief
where either party alleges or claims a violation of the provisions of Section 10
or 11 of this Agreement or any confidential information or invention assignment
agreement between the Executive and the Company or any other agreement regarding
trade secrets, confidential information, non-solicitation.  In the
event either party seeks such injunctive or such other relief, the prevailing
party shall be entitled to recover reasonable costs and attorneys’
fees.

       

      14.           Release upon Termination or
Expiration.  In the event that the employment of the Executive
with the Company is terminated or expires for any reason, in exchange for
payment in full of all amounts owing to Executive under the terms of this
Agreement at the date of termination, the Executive shall execute and deliver to
the Company a general release in form to be determined by the Company, to the
effect that Executive acknowledges that receipt of any monies and benefits
pursuant to the terms of this Agreement is in full satisfaction of any and all
outstanding claims or entitlements which the Executive may otherwise have
against the Company, as well as the officers, directors, employees and agents of
the Company.

       

      15.           Notices.  For
purposes of this Agreement, notices and other communications provided for in
this Agreement shall be in writing and shall be delivered personally or sent by
United States certified mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight courier, addressed as follows:

      


      
        
          
            	
                    If
      to the Executive:

                  	
                    RANDY
      M. GRIFFIN

                  
	 
      	
                    4021
      Mildenhall Drive

                  
	 
      	
                    Plano,
      Texas 75093

                  


          

        

      


      
        
           


        

        
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                  If
      to the Company:

                	
                  MESA
      ENERGY HOLDINGS, INC.

                
	 
      	
                  Attention:  Chief
      Executive Officer

                
	 
      	
                  5220
      Spring Valley Road, Suite 525

                
	 
      	
                  Dallas,
      Texas 75254

                


        

      

       

      or to
such other address or the attention of such other person as the recipient party
has previously furnished to the other party in writing in accordance with this
paragraph.  Such notices or other communications shall be effective
upon delivery or, if earlier, three days after they have been mailed as provided
above.

       

      16.           No Violation. The
Executive hereby represents that his entry into this Agreement and performance
of his duties hereunder will not violate the terms or conditions of any other
agreement to which the Executive is a party or by which he is
bound.

       

      17.           Miscellaneous.

       

      (a)           All
issues and disputes concerning, relating to or arising out of this Agreement and
from the Executive’s employment by the Company, including, without limitation,
the construction and interpretation of this Agreement, shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to that state’s principles of conflicts of law.

       

      (b)           The
Executive and the Company agree that any provision of this Agreement deemed
unenforceable or invalid may be reformed to permit enforcement of the
objectionable provision to the fullest permissible extent.  Any
provision of this Agreement deemed unenforceable after modification shall be
deemed stricken from this Agreement, with the remainder of the Agreement being
given its full force and effect.

       

      (c)           Failure
or delay on the part of either party hereto to enforce any right, power or
privilege hereunder shall not be deemed to constitute a waiver
thereof.  Additionally, a waiver by either party or a breach of any
promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent waiver by such other party.

       

      (d)           The
Executive and the Company independently have made all inquiries regarding the
qualifications and business affairs of the other which either party deems
necessary.  The Executive affirms that he fully understands this
Agreement’s meaning and legally binding effect.  Each party has
participated fully and equally in the negotiation and drafting of this
Agreement.  Each party assumes the risk of any misrepresentation or
mistaken understanding or belief relied upon by him or it in entering into this
Agreement.

       

      (e)           The
Executive’s obligations under this Agreement are personal in nature and may not
be assigned by the Executive to any other person or entity.  This
Agreement shall be enforceable by the Company and its parents, affiliates,
successors and assigns, and the Company shall require any successors and assigns
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
succession or assignment had taken place.


      
        
           


        

        
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      (f)           This
instrument constitutes the entire Agreement between the parties regarding its
subject matter.  When signed by each of the parties, this Agreement
supersedes and nullifies all prior or contemporaneous conversations,
negotiations, or agreements, oral and written, regarding the subject matter of
this Agreement.  In any future construction of this Agreement, this
Agreement should be given its plain meaning.  This Agreement may be
amended only by a writing signed by the parties.

       

      (g)           This
Agreement may be executed in counterparts.  A counterpart transmitted
via facsimile and all executed counterparts, when taken together, shall
constitute sufficient proof of the parties’ entry into this
Agreement.  The parties agree to execute any further or future
documents which may be necessary to allow the full performance of this
Agreement.  This Agreement contains headings for ease of
reference.  The headings have no independent meaning.

       

      SIGNATURE
PAGE IMMEDIATELY FOLLOWS

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the Executive and the Company have caused this Executive
Employment Agreement to be executed as of the date first above
written.

      


      
        
          
            
              
                
                  
                    	
                            The
      Executive:

                          
	 
      
	
                            /s/ Randy M.
      Griffin                                                                 

                          
	
                            Name:
      Randy M. Griffin

                          
	 
	
                            The
      Company:

                          
	 
      
	
                            MESA
      ENERGY HOLDINGS, INC.,  a

                            Delaware
      corporation

                          
	 
      
	
                            By:

                          	
                            /s/ Ray L. Unruh

                          
	
                            Name:  Ray
      L. Unruh

                          
	
                            Title:  President

                          


                  

                

              

            

          

        

      


      
        
           


        

        
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      EXHIBIT
A

      


      JOB
RESPONSIBILITIES

      


      The CEO
will set and implement the strategic goals and objectives of the company and
will give direction and leadership toward the evaluation, acquisition, and
development of oil and gas properties.  He will formulate company
strategy for acquisition and expansion of the company’s lease base and will
direct all departments in order to expand the company’s development and
production.  He will direct and implement the company’s SEC compliance
and be the company’s primary contact with the investment
community.


      
        
           


        

        
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