ex102.htm


    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT is made and effective as of May 14, 2009 (the “Effective Date”), by
and between Ford Sinclair (“Employee”) and Quest
Oil Corporation, a Nevada corporation (the “Company”) (The
Employee and Company may be referred to hereinafter individually as a “Party” and
collectively as the “Parties”).  In
consideration of the premises and for other good and valuable consideration, and
with the intent to be legally bound, the Parties hereto agree as
follows:

    RECITALS

    


    WHEREAS,
the Company requires the services as described herein;

    


    WHEREAS,
Employee is qualified to provide the Company with such services and is desirous
to perform such services for the Company;

    


    WHEREAS,
Employee is aware of the current state of the Company and has reviewed the Form
8-K and Form 15 (attached hereto as Exhibit A)
to be filed with the United States Securities and Exchange
Commission;

    


    WHEREAS,
the Company wishes to induce the Employee to provide the services and wishes to
contract with the Employee regarding the same and compensate the Employee in
accordance with the terms herein and the Employee accepts such terms of
employment;

    


    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter stated, it is
agreed as follows:

    


    AGREEMENT

    


    1.           Position.  During
the term of this Agreement, the Company will employ the Employee, and the
Employee will serve the Company in the capacity of President.

    


    2.           Duties.  The
Employee will perform duties of the President as described in the Company’s
Bylaws, a copy of which have been attached hereto as Exhibit B
and incorporated by reference, together with such additional reasonably
related duties assigned by the President or Board of Directors.

    


    3.           Service.  Except
with respect to the matters specified below, Employee will devote sufficient
working time and efforts to adequately attend the business and affairs of the
Company.  However, Employee will not work full time and the Company
agrees that Employee may have outside business activities. In addition, Employee
shall not be precluded from: (a)  engaging in appropriate civic, charitable
or religious activities; (b)  serving on the boards of directors or as
officer, employee or consultant of other entities, including other public
companies, with the consent of the Company, which consent shall not be
unreasonably withheld; (c)  providing incidental assistance to family
members on matters of family business, so long as the foregoing activities and
service do not conflict with the Employee's responsibilities to the Company; and
(d)  completing, managing and supervising Employee’s personal business
affairs.

    


    4.           Term of
Agreement.  The Company agrees to continue the Employee's
employment, and the Employee agrees to remain in the employ of the Company,
pursuant to the terms of this Agreement for a period of 180 days, or until
earlier as described herein.

    


    5.           Compensation.
Employee shall receive a salary of $4,000 per month in, at the Company’s sole
discretion: (a) cash payments in accordance with the general payroll practices
of the Company; or (b) shares of the Company’s restricted common stock. Any
shares of common stock issued as compensation pursuant to this Agreement shall
be issued at a per share price of lesser of: (i) .004;  or (ii) the
current market price, as quoted by Bloomberg L.P., of the Company’s common stock
as of the date of issuance.

    


    6.           Termination. The
Employee’s employment with the Company shall be considered “at will” such that
the Employee or the Company may terminate the Employee’s employment for any
reason whatsoever at anytime. In the event the Employee is terminated by the
Company, the Employee shall be entitled to all compensation that would be
accrued and otherwise payable to the Employee under entire term of this
Agreement. In the event the Employee voluntarily terminates his employment, the
Employee shall be entitled to any unpaid salary accrued up to the point of
termination.

    


    7.           Nondisclosure.  The
Employee acknowledges that during the course of his employment by the Company,
the Company will provide, and the Employee will acquire, knowledge of special
and unique value with respect to the Company's business operations, including,
by way of illustration, the Company's existing and contemplated product line,
trade secrets, compilations, business and financial methods or practices, plans,
hardware and software technology products, systems, programs, projects and
know-how, pricing, cost of providing service and equipment, operating and
maintenance costs, marketing and selling techniques and information, customer
data, customer names and addresses, customer service requirements, supplier
lists, and confidential information relating to the Company's policies,
employees, and/or business strategy (all of such information herein referenced
to as the “Confidential
Information”). The Employee recognizes that the business of the Company
is dependent upon Confidential Information and that the protection of the
Confidential Information against unauthorized disclosure or use is of critical
importance to the Company.  The Employee agrees that, without prior
written authorization of the Board of Directors of the Company, the Employee
will not, during his employment, divulge to any person, directly or indirectly,
except to the Company or its officers and agents or as reasonably required in
connection with the Employee’s duties on behalf of the Company, or make any
independent use of, except on behalf of the Company, any of the Company's
Confidential Information, whether acquired by the Employee during his employment
or not. The Employee further agrees that the Employee will not, at any time
after his employment has ended, use or divulge to any person directly or
indirectly any Confidential Information, or use any Confidential Information in
subsequent employment of any nature.  If the Employee is subpoenaed,
or is otherwise required by law to testify concerning Confidential Information,
the Employee agrees to notify the Company upon receipt of a subpoena, or upon
belief that such testimony shall be required. This nondisclosure provision shall
survive the termination of this Agreement for any reason. The Employee
acknowledges that the Company would not employ the Employee but for his
covenants and promises contained in this Section 7.

    


    8.           Return of
Documents.  The Employee agrees that if the Employee’s
relationship with the Company is terminated (for whatever reason), the Employee
shall not remove or take with the Employee, but will leave with the Company or
return to Company, all Confidential Information, records, files, data,
memoranda, reports, customer lists, customer information, product information,
price lists, documents and other information, in whatever form (including on
computer disk), and any and all copies thereof, or if such items are not on the
premises of the Company, the Employee agrees to return such items immediately
upon the Employee's termination or the request of the Company.  The
Employee acknowledges that all such items are and remain the property of the
Company.

    


    9.           No Interference or
Solicitation.  The Employee agrees that during his employment,
and for a period of six (6) months following the termination of his employment
(for whatever reason), that neither he nor any individual, partner(s), limited
partnership, corporation or other entity or business with which he is in any way
affiliated, including, without limitation, any partner, limited partner,
director, officer, shareholder, employee, or agent of any such entity or
business, will:  (i) request, induce or attempt to influence, directly
or indirectly, any employee of the Company to terminate their employment with
the Company; or  (ii) employ any person who as of the date of this
Agreement was, or after such date is or was, an employee of the Company. The
Employee further agrees that during the period beginning with the commencement
of the Employee’s engagement with the Company and ending six (6) months after
the termination of the Employee’s employment with the Company (for whatever
reason), he shall not, directly or indirectly, as an employee, agent,
consultant, stockholder, director, partner or in any other individual or
representative capacity of the Company or of any other person, entity or
business, solicit or encourage any present or future customer, supplier,
contractor, partner or investor of the Company to terminate or otherwise alter
his, his or its relationship with the Company.

    


    10.           Indemnification.  The
Company agrees to indemnify the Employee and hold it harmless against any
losses, claims, damages or liabilities incurred by the Employee, in connection
with, or relating in any manner, directly or indirectly, to the Employee
rendering the services in accordance with the Agreement, unless it is determined
by a court of competent jurisdiction that such losses, claims, damages or
liabilities arose out of the Employee’s breach of this Agreement, gross
negligence, willful misconduct, dishonesty or fraud. Additionally, the Company
agrees to reimburse the Employee immediately for any and all expenses,
including, without limitation, attorney fees, incurred by the Employee in
connection with investigating, preparing to defend or defending, or otherwise
being involved in, any lawsuits, claims or other proceedings arising out of or
in connection with or relating in any manner, directly or indirectly, to the
rendering of any services by the Employee in accordance with the Agreement (as
defendant, nonparty, or in any other capacity other than as a plaintiff,
including, without limitation, as a party in an interpleader action). The
Company further agrees that the indemnification and reimbursement commitments
set forth in this paragraph shall extend to any controlling person, strategic
alliance, partner, member, shareholder, director, officer, employee, agent or
subcontractor of the Employee and their heirs, legal representatives, successors
and assigns.  The provisions set forth in this Section shall survive
any termination of this Agreement.

    


    11           Governing
Law.  The subject matter of this Agreement shall be governed by
and construed in accordance with the laws of the State of California (without
reference to its choice of law principles), and to the exclusion of the law of
any other forum, without regard to the jurisdiction in which any action or
special proceeding may be instituted.  EACH PARTY HERETO AGREES TO
SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS
LOCATED IN NORTH COUNTY OF SAN DIEGO, CALIFORNIA FOR RESOLUTION OF ALL DISPUTES
ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION,
CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR
DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.  AS
A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE
RIGHT TO TRIAL BY JURY OF ANY ISSUES SO TRIABLE.

    


    12.           Severability.  If
any provision of this Agreement shall be found by any arbitrator or court of
competent jurisdiction to be invalid or unenforceable, then the Parties hereby
waive such provision to the extent that it is found to be invalid or
unenforceable and to the extent that to do so would not deprive one of the
Parties of the substantial benefit of its bargain.  Such provision
shall, to the extent allowable by law and the preceding sentence, be modified by
such arbitrator or court so that it becomes enforceable and, as modified, shall
be enforced as any other provision hereof, all the other provisions continuing
in full force and effect.

    


    13.           No
Waiver.  The failure by either Party at any time to require
performance or compliance by the other of any of its obligations or agreements
shall in no way affect the right to require such performance or compliance at
any time thereafter.  The waiver by either Party of a breach of any
provision hereof shall not be taken or held to be a waiver of any preceding or
succeeding breach of such provision or as a waiver of the provision
itself.  No waiver of any kind shall be effective or binding, unless
it is in writing and is signed by the Party against whom such waiver is sought
to be enforced.

    


    14.           No
Assignment.  This Agreement and all rights hereunder are
personal to the Employee and may not be transferred or assigned by the Employee
at any time. The Company may assign its rights, together with its obligations
hereunder, to any parent, subsidiary, affiliate or successor, or in connection
with any sale, transfer or other disposition of all or substantially all of its
business and assets, provided, however, that any such assignee assumes the
Company's obligations hereunder.

    


    15.           Withholding.  All
sums payable to the Employee hereunder shall be reduced by all federal, state,
local and other withholding and similar taxes and payments required by
applicable law.

    


    16.           Amendment.  This
Agreement may be amended, modified, superseded, cancelled, renewed or extended
only by an agreement in writing executed by both Parties hereto.

     

    17.           Notices.  All
notices, requests, demands or other communications required or permitted
hereunder shall be in writing and shall be delivered personally by a nationally
recognized overnight courier service, and shall be deemed given when so
delivered personally as follows:

    


    
      	
              Company:

            	
              Employee

            
	
              Quest
      Oil Corporation

            	
              Ford
      Sinclair

            
	
              1136
      Franklin St.

            	
              1136
      Franklin St.

            
	
              Vancouver,
      British Columbia V6A 1J6

            	
              Vancouver,
      British Columbia V6A 1J6

            


    

    


    18.           Binding
Nature.  This Agreement shall be binding upon, and inure to the
benefit of, the successors and personal representatives of the respective
Parties hereto.

    


    19.           Headings.  The
headings contained in this Agreement are for reference purposes only and shall
in no way affect the meaning or interpretation of this Agreement.  In
this Agreement, the singular includes the plural, the plural included the
singular, the masculine gender includes both male and female referents, and the
word “or” is used in the inclusive sense.

    


    20.           Joint Drafting and Exclusive
Agreement.  This Agreement is the only Agreement executed by
and between the Parties related to the performance of the services described
herein.  There are no additional oral agreements or other
understandings related to the performance of the services described
herein.  This Agreement shall be deemed to have been drafted jointly
by the Parties hereto, and no inference or interpretation against any one Party
shall be made solely by virtue of such Party allegedly having been the
draftsperson of this Agreement.  The Parties have each conducted
sufficient and appropriate due diligence with respect to the facts and
circumstances surrounding and related to this Agreement.  The Parties
expressly disclaim all reliance upon, and prospectively waive any fraud,
misrepresentation, negligence or other claim based on information supplied by
the other Party, in any way relating to the subject matter of this
Agreement.

    


    21.           Acknowledgments and
Assent.  The Parties acknowledge that they have been given at
least ten (10) days to consider this Agreement and that they were advised to
consult with an independent attorney prior to signing this Agreement and that
they have in fact consulted with counsel of their own choosing prior to
executing this Agreement. The Parties may revoke this Agreement for a period of
three (3) calendar days after signing this Agreement, and the Agreement shall
not be effective or enforceable until the expiration of this three (3) day
revocation period.  The Parties agree that they have read this
Agreement and understand the content herein, and freely and voluntarily assent
to all of the terms herein.

    


    22.           Counterparts and Fax
Signatures.  This Agreement may be executed by Fax and in two
or more counterparts, each of which shall be deemed to be an original but all of
which, taken together, constitute one and the same agreement.

    


    


    ***SIGNATURE
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    SIGNATURE
PAGE

    


    IN
WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of
May 14, 2009.

    


    


    
      	 
      	
              EMPLOYEE

               

              Ford
      Sinclair

               

               

               

              /s/ Ford Sinclair

               

               

            
	 
      	
              By:
      Ford Sinclair

              An:
      Individual

               

               

               

            
	 
      	
              COMPANY

               

              Quest
      Oil Corporation

               

               

               

              /s/ James B. Panther,
      II

               

               

            
	 
      	
              By:
      James B. Panther, II

              Its:
      Director and Interim Chief Executive
Officer

            


    

    


     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

     

    
 

    


    
      	
              LIST
      OF EXHIBITS

            
	 
      	 
      
	
              Exhibit
      A

            	
              United
      Stated Securities and Exchange Commission Form 8-K and Form
    15

            
	
              Exhibit
      B

            	
              Quest
      Oil Corporation Bylaws