**Exhibit
      10.15**





**EMPLOYMENT
      AGREEMENT**




EMPLOYMENT
      AGREEMENT, dated as of February 14, 2008 (this “Agreement”), by and between
      Sonterra Resources, Inc. (f/k/a River Capital Group, Inc.), a Delaware
      corporation (the “Company”), and Wayne A. Psencik (the “Employee”).




**RECITAL**




The
      Company desires to engage Employee’s services, and Employee desires to perform
      such services, upon the terms, and subject to the conditions, set forth
      herein.




NOW,
      THEREFORE, in consideration of the covenants and promises contained herein,
      the
      compensation and benefits received by the Employee from the Company and the
      access given the Employee to the Company’s confidential information and the
      Company’s customers, and for other good and valuable consideration, the
      sufficiency and receipt of which are hereby acknowledged, and with the Company’s
      recognition of the knowledge and expertise provided by the Employee being
      acknowledged, the Company and the Employee hereby agree as follows:




**1.**
            **Term
                of Employment**.




Subject
      to the termination provisions set forth herein, the initial term of this
      Agreement and the Employee’s employment hereunder will be for a term of two (2)
      years from the date of this Agreement (the “Initial Term”). This Agreement shall
      thereafter be automatically extended for additional successive one (1) year
      term
      unless either party gives written notice of termination to the other party
      not
      less than ninety (90) days prior to the end of any term (in which event this
      Agreement shall terminate effective as of the close of the then existing
      Employment Term). The Initial Term of this Agreement and any additional terms
      as
      extended in accordance with this Section 1 are collectively referred to in
      this
      Agreement as the “Employment Term.”




**2.**
            **Position
                and Duties****.**




(a)  During
      the Employment Term, the Employee shall serve as Vice President -
      Operations **.** The
      Employee shall have such duties, functions, responsibilities, and authority
      as
      are from time to time delegated to the Employee by the Board of Directors of
      the
      Company (the “Board”) or are otherwise consistent with the duties,
      responsibilities and authority of the executive office held by the Employee;
      provided that with respect to any specifically delegated duties, functions,
      responsibilities and authority, such duties, functions, responsibilities, and
      authority are reasonable and customary for a person serving in the
      office/position of a public company comparable to the Company.




(b)  During
      the Employment Term, the Employee will: (i) devote substantially all of his
      time
      during normal business hours to the business of the Company, fulfill his duties
      and obligations under this Agreement and use his best efforts, judgment and
      energy to perform, improve and advance the business and interests of the Company
      in a manner consistent with the duties of his position; provided however that
      Employee is not prevented from serving as a member of the board of directors
      of
      a corporation if the Company determines that such membership is not adverse
      to
      its interests; (ii) not engage in any business activities that are directly
      or
      indirectly competitive with any business conducted by the Company or any of
      its
      subsidiaries or affiliates; (iii) observe and carry out such reasonable rules,
      regulations, policies, directions and restrictions as may be established from
      time to time by the Board, including but not limited to, the standard policies
      and procedures of the Company as in effect from time to time; and (iv) do such
      traveling as may be required in connection with the performance of such duties
      and responsibilities.




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(c)  The
      Employee acknowledges that this Agreement contains a non-disclosure of
      proprietary information and non-competition provisions, and the Employee agrees
      to comply with these provisions. The Employee understands that entering into
      and
      complying with these provisions is a condition to the Employee’s continued
      employment with the Company and that failure to comply with the terms of these
      provisions may result in immediate termination from employment.




(d)  In
      connection with the Employee’s employment by the Company under this Agreement,
      the Employee shall be based at the principal executive offices of the Company
      in
      San Antonio, Texas, except for such reasonable travel as the performance of
      the
      Employee’s duties in the business of the Company may require. Notwithstanding
      the foregoing, the Board may in its reasonable discretion determine to relocate
      the principal offices of the Company for any necessary business purpose and
      doing so shall not be a breach of this Agreement.




**3.**
            **Hours
                of Work****.**




The
      Employee’s normal days and hours of work shall coincide with the Company’s
      regular business hours. The nature of the Employee’s employment with the Company
      requires flexibility in the days and hours that the Employee must work, and
      may
      necessitate that the Employee work on other or additional days and hours. The
      Company reserves the right to require the Employee, and the Employee agrees,
      to
      work during other or further days or hours than the Company’s normal business
      hours.




**4.**
            **Compensation
                and Benefits****.**




(a)  **Base
      Salary** **.** During
      the Employment Term, the Company shall pay to the Employee for his services
      hereunder a base salary (“Base Salary”) at the rate of $180,000.00. per year,
      payable in installments in accordance with the general payroll practices of
      the
      Company, or as otherwise mutually agreed upon, but no less often than twice
      monthly. The Employee’s Base Salary may be subject to such adjustments as may be
      determined from time to time by the Board in its sole discretion; provided , however ,
      in no
      event shall the Employee’s salary be reduced unless such reduction is part of a
      salary reduction applicable to all employees of the Company based upon the
      Company’s financial condition.




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(b)  **Stock
      Options** **.** The
      Employee shall be eligible to receive awards of options (“Options”) to purchase
      common stock of the Company pursuant to and in accordance with the terms and
      conditions set forth in any option plan adopted by the Board in its sole
      discretion (the “Option Plan”). The decision whether or not to award stock
      options under the Option Plan, if adopted, to the Employee, and the amount
      of
      any such award, shall be within the sole discretion of the Company. The
      definitive terms and conditions of the Options shall be set forth in a separate
      option agreement to be entered into by the Employee and the Company (the “Option
      Agreement”). To the extent there is any inconsistency or conflict between the
      terms of the Option Agreement and the terms of the Option Plan, the terms of
      the
      Option Plan shall govern and control. Upon the execution of this Agreement,
      the
      Company shall grant to the Employee options under the Company’s Option Plan to
      acquire shares of the Company’s Common Stock having an exercise price, vesting
      and term, all as described on **Exhibit
      A** attached
      hereto.





(c)  **Employee
      Benefits** **.** During
      the Employment Term, the Employee shall be entitled to participate in all
      employee benefit plans (including executive bonus plans, cash bonus awards
      and
      long-term incentive plans), programs and arrangements that are generally made
      available by the Company to its senior executives. In addition to the rights
      of
      the Employee set forth in the preceding sentence, the Company shall provide
      health, dental, disability and life insurance for the Employee under such group
      health, dental, disability and life insurance plans maintained by the Company
      for its full-time, salaried employees. Nothing herein shall require the Company
      to adopt or maintain any type of benefit plan or policy; provided , however ,
      the
      Company shall provide health insurance for the Employee and his family at all
      times during the Employment Term. The Employee acknowledges that any such plan
      or policy will be subject to deductibles and co-pay requirements




(d)  **Expenses** **.**  During
      the Employment Term, the Employee shall be entitled to receive reimbursement
      upon a timely basis (according to the then-current practices of the Company)
      for
      all reasonable and necessary out-of-pocket expenses incurred by the Employee
      in
      connection with performing his duties and responsibilities hereunder, which
      are
      reimbursable in accordance with the Company’s policies from time to time in
      effect, upon the presentation by the Employee of an itemized monthly accounting
      of such expenditures, including receipts where required by Company policy or
      federal income tax regulations.




**5.**
            **Vacation****.**




The
      Employee shall be entitled to accrue, *pro
      rata* ,
      fifteen
      (15) vacation days for each annual period during the Employment Term. Vacation
      days shall be used during the applicable annual period in which they are
      accrued. The Employee shall be entitled to carry over up to five (5) accrued
      vacation days from one annual period to the next and all the rest of the accrued
      vacation time that the Employee does not use during the applicable annual period
      in which they were accrued will be forfeited unless the Company shall have
      requested the Employee, in writing, to modify or postpone a previously planned
      vacation.




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**6.**
            **Termination
                of Employment****.**




(a)  **For
      Cause.** The
      Company may terminate the Employee’s employment at any time hereunder for Cause
      (as defined below) (a “For Cause Termination”) upon written notice to the
      Employee. For purposes of this Agreement, “Cause” shall mean any of the
      following:




(i)  dishonesty
      by the Employee in the performance of his duties and obligations to the
      Company;




(ii)  the
      Employee’s conviction of, or entering a plea of guilty, nolo contendere or
      comparable plea to, any felony or to any misdemeanor involving moral
      turpitude;




(iii)  any
      willful act or omission by the Employee that is, or is likely to be, materially
      injurious to the financial condition or business reputation of the Company,
      as
      determined by the Board of the Company or an independent committee of the Board
      of the Company;




(iv)  a
      breach
      by the Employee of any material covenant contained in this Agreement which
      is to
      be observed or performed by the Employee, or any of the written policies of
      the
      Company the result of which is, or is likely to be, materially injurious to
      the
      Company, as determined by the Board of the Company or an independent committee
      of the Board of the Company;




(v)  any
      appropriation by the Employee of a corporate opportunity or a material corporate
      asset;




(vi)  the
      Company being unable to register its securities with the United States
      Securities and Exchange Commission or listed on a stock exchange due to the
      failure of the Employee to make a disclosure with respect to the Employee’s
      background; or




(vii)  the
      failure or refusal by the Employee to comply with a written lawful directive
      by
      the Board or any committee of the Board that is not inconsistent with the terms
      hereof.




(b)  **Without
      Cause** .
      The
      Company may in its sole and absolute discretion terminate Employee’s employment
      hereunder at any time without Cause for any or no reason. For purposes of this
      Agreement, a “Without Cause Termination” shall mean a termination by the Company
      of Employee’s employment hereunder other than pursuant to a For Cause
      Termination.




(c)  **Death** **.** The
      Employee’s employment hereunder shall terminate automatically upon his
      death.




4




(d)  **Disability** **.** If the
      Disability (as defined below) of the Employee occurs during the Employment
      Term,
      the Company may notify the Employee of the Company’s intention to terminate the
      Employee’s employment hereunder for Disability. In such event, the Employee’s
      employment hereunder shall terminate effective on the 30th day following the
      date such notice of termination is received by the Employee (the “Disability
      Effective Date”). For purposes of this Agreement, the “Disability” of the
      Employee shall be deemed to have occurred at such time as the Board determines,
      in its reasonable discretion, (i) that despite any reasonable accommodation
      required by law, the Employee is unable to perform the essential functions
      of
      his position hereunder as a result of his physical or mental incapacity and
      (ii)
      that such inability has existed or is likely to exist for a period of ninety
      (90) days or more in any twelve (12) month period or for sixty (60) consecutive
      days.




(e)  **Termination
      By The Employee** **.**




**For
      Good Reason** .
      The
      Employee may terminate his employment hereunder if (i) there occurs a material
      breach by the Company of any material provision of this Agreement by the
      Company, which breach is not cured within thirty (30) days after notice by
      the
      Employee to the Company of such breach; (ii) the Board, in its reasonable
      discretion, determines to relocate the principal offices of the Company out
      of
      San Antonio, Texas, for any necessary business purpose; or (iii) the Employee’s
      Base Salary is reduced pursuant to the terms of Section 4(a) hereof and is
      not
      fully restored to the original amount set forth in Section 4(a) hereof within
      ninety (90) days from the date of such reduction.




(f)  **Notice
      of Termination** .
      Any
      termination of the Employee’s employment hereunder by the Company or by the
      Employee (other than a termination pursuant to Section 6(c)) shall be
      communicated by a Notice of Termination (as defined below) to the other party
      hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a
      written notice which (i) indicates the specific termination provision in this
      Agreement relied upon, (ii) in the case of a termination for Disability or
      a For
      Cause Termination or a Good Reason Termination, sets forth in reasonable detail
      the facts and circumstances claimed to provide a basis for termination of the
      Employee’s employment under the provision so indicated, and (iii) specifies the
      Employment Termination Date (as defined in Section 6(g) below). The failure
      by
      the Company or Employee, as applicable, to set forth in the Notice of
      Termination any fact or circumstance which contributes to a showing of
      Disability, Cause or Good Reason shall not waive any right of the Company or
      Employee hereunder or preclude the Company or Employee from asserting such
      fact
      or circumstance in enforcing the Company’s or Employee’s rights
      hereunder.




(g)  **Employment
      Termination Date** .
      For
      purposes of this Agreement, “Employment Termination Date” shall mean the
      effective date of termination of the Employee’s employment hereunder, which date
      shall be (i) if the Employee’s employment is terminated by his death, the date
      of his death, (ii) if the Employee’s employment is terminated because of his
      Disability, the Disability Effective Date, (iii) if the Employee’s employment is
      terminated by the Company pursuant to a For Cause Termination, the date
      specified in the Notice of Termination, (iv) if the Employee’s employment is
      terminated by the Company pursuant to a Without Cause Termination, the date
      specified in the Notice of Termination and (iv) if the Employee’s employment is
      terminated by the Employee pursuant to a Good Reason Termination, the date
      on
      which the Notice of Termination is given.




5




(h)  **Resignation** .
      In the
      event of termination of the Employee’s employment hereunder for any reason
      whatsoever other than the death of the Employee, the Employee agrees that if
      at
      such time he is a member of the Board of Directors or officer of the Company
      or
      a director or officer of any of the Company’s subsidiaries, he will promptly
      deliver to the Company his written resignation from all such positions, such
      resignation to be effective as of the Employment Termination Date.




**7.**
            **Company
                Obligations Upon Termination of Employment**.





(a)  **Death** .
      If the
      Employee’s employment hereunder is terminated by reason of the Employee’s death,
      the Company shall pay to the Employee’s estate, in a lump sum in cash within
      thirty (30) days after the Employment Termination Date, a sum equal to the
      Employee’s accrued and unpaid Base Salary **,** reimbursable expenses and vacation accrued but unpaid in each case through
      the
      Employment Termination Date, and thereafter the Company shall have no further
      obligation to the Employee under the Agreement.




(b)  **Disability** .
      If the
      Employee’s employment hereunder is terminated by reason of the Employee’s
      Disability, the Company shall pay to the Employee, in a lump sum in cash within
      thirty (30) days after the Employment Termination Date, a sum equal to
      reimbursable expenses and vacation accrued but unpaid in each case through
      the
      Employment Termination Date and thereafter the Company shall have no further
      obligation to the Employee under the Agreement, except as provided in the
      immediately following sentence. In addition, the Company shall continue to
      provide at its expense group medical and dental insurance, as in effect on
      the
      Employment Termination Date, to the Employee and to the Employee’s immediate
      family for a period of six (6) months after the Employment Termination
      Date.




(c)  **For
      Cause Termination** .
      If the
      Employee’s employment hereunder is terminated pursuant to a For Cause
      Termination, the Company shall pay to the Employee, in a lump sum in cash within
      thirty (30) days after the Employment Termination Date, the Employee’s accrued
      and unpaid Base Salary, reimbursable expenses and vacation accrued but unpaid
      in
      each case through the Employment Termination Date, to the extent not theretofore
      paid, and, thereafter, the Company shall have no further obligations to the
      Employee under this Agreement.




6




(d)  **Without
      Cause Termination and Good Reason Termination** .
      If the
      Employee’s employment hereunder is terminated by reason of a Without Cause
      Termination or a Good Reason Termination pursuant to Section 6(e)(i), the
      Company shall pay to the Employee the Employee’s Base Salary for a period of six
      (6) months, at the regularly scheduled payment intervals following the
      Employment Termination Date, and shall pay within thirty (30) days following
      the
      Employment Termination Date all reimbursable expenses and vacation accrued
      but
      unpaid in each case through the Employment Termination Date and shall continue
      to provide group medical and dental insurance at the Company’s expense, as in
      effect on the Employment Termination Date, to the Employee and to the Employee’s
      immediate family for such six (6) month period after the Employment Termination
      Date and thereafter the Company shall have no further obligation to the Employee
      under this Agreement. If the Employee’s employment hereunder is terminated by
      reason of a Good Reason Termination pursuant to either Section 6(e)(ii) or
      Section 6(e)(iii) hereof, the Company shall pay to the Employee, in a lump
      sum
      in cash within thirty (30) days after the Employment Termination Date, the
      Employee’s accrued and unpaid Base Salary, reimbursable expenses and vacation
      accrued but unpaid in each case through the Employment Termination Date, to
      the
      extent not theretofore paid, and, thereafter, the Company shall have no further
      obligations to the Employee under this Agreement; provided that the
      Employee shall not be subject to Section 12 hereof after his termination
      pursuant to either Section 6(e)(ii) or Section 6(e)(iii).




(e)  **Sole
      Remedy** .
      The
      receipt of payments provided for under Section 7(d) shall be the Employee’s sole
      and exclusive remedy for the termination of his employment hereunder and shall
      be in lieu of any claim that he might otherwise have against the Company arising
      from such termination. All payments that are to be made by, and/or benefits
      that
      are to be provided, the Company to the Employee following the Employment
      Termination Date shall be subject to the Employee complying with any covenants
      hereunder to be observed or performed by the Employee following termination
      of
      the Employee’s employment hereunder including, without limitation, Sections 10,
      11, 12 and 13 hereof.




(f)  **Release** .  Any
      severance payments due to Employee under Section 7(d) shall be contingent upon
      Employee executing a full and general release of any and all claims against
      the
      Company, the Board of Directors and officers of the Company and any affiliates
      and representatives of the Company arising out of Employee’s employment with the
      Company or this Agreement in a form acceptable to the Company.




(g)  **No
      Duty to Mitigate** .
      Employee’s rights and privileges under the first sentence of Section 7(d) shall
      be considered severance pay in consideration of his past service and his past
      service to the Company, and his entitlement thereto shall neither be governed
      by
      any duty to mitigate his damages by seeking further employment nor offset by
      any
      compensation that he may receive from future employment unless such employment
      is a violation of Section 12 hereof.




**8.** **Compliance
      With Other Agreements** .
      The
      Employee represents and warrants to the Company that the execution, delivery,
      and performance by the Employee of this Agreement do not and will not conflict
      with or result in a violation of any provision of, or constitute a default
      under, any contract, agreement, instrument, or obligation to which the Employee
      is a party or by which the Employee is bound.





7




**9.** **Employee’s
      Compliance With Company Policies And The Law** **.** The
      Employee shall comply fully with all Company policies, procedures and rules,
      as
      determined, promulgated and modified by the Company from time to time,
      including, without limitation, the Company’s policies, procedures and rules
      prohibiting discrimination and harassment, and concerning email and Internet
      use, and the Company’s Insider Trading Policy and Procedures. The Company
      reserves the right to add, delete or modify any Company policy, procedure or
      rule in its respective sole discretion. The Employee shall also comply fully
      with all, and with all applicable U.S. federal, state and local laws,
      regulations and ordinances, including, without limitation the Sarbanes-Oxley
      Act
      of 2002.




**10.**
            **Nondisclosure
                of Confidential and Proprietary
                Information**




During
      the Employment Term, the Employee agrees to the following:




(a)  The
      Employee acknowledges that during the Employment Term, the Employee will have
      access to and possession of trade secret, confidential information, and
      proprietary information (collectively, as defined more extensively below,
“Confidential Information”) of the Company, its parents, subsidiaries and
      affiliates and their respective customers, suppliers and other third party
      that
      do business with them. The Employee recognizes and acknowledges that this
      Confidential Information is valuable, special and unique to the Company’s
      business, is owned solely by and is the exclusive property of the Company,
      is to
      be used only for the Company’s benefit, and that access to and knowledge thereof
      are essential to the performance of the Employee’s duties to the Company. During
      Employment Term and thereafter, the Employee will keep secret and will not
      use
      or disclose, reveal, transfer, reproduce, sell, capitalize upon or take
      advantage of such Confidential Information relating to the Company, its
      customers, suppliers or other third party that do business with it except at
      the
      request of the Company, and in addition, Employee shall exercise all reasonable
      efforts and precautions to protect such disclosure, breach of confidentiality,
      or other conduct or action inconsistent with the Employee’s rights; provided , however ,
      that
      Confidential Information may be disclosed to the extent (i) required by law
      or
      court order or (ii) generally available to the public other then by unauthorized
      disclosure.




(b)  The
      term
“Confidential Information”, means information in whatever form be it written,
      digital, graphic, electronically stored, orally transmitted or memorized
      concerning:




(i)  the
      Company’s business or operations plans, strategies, portfolio, prospects or
      objectives;




(ii)  the
      Company’s structure, products, product development, technology, distribution,
      sales, services, support and marketing plans, practices, and
      operations;




(iii)  the
      prices, costs, and details of the Company’s services;




(iv)  research
      and development, new products, licenses, operations or plans;




8




(v)  trade
      secrets, proprietary information, trade and service marks, inventions, mask
      works, ideas, processes, formulas, source and object codes, data, programs,
      other works of authorship, know-how, discoveries, developments, designs,
      schematics, manuals, drawings, computer disks and programs, techniques, employee
      suggestions, development tools, computer printouts, and improvements
      (hereinafter referred to as “Inventions”);




(vi)  customers
      and customer lists, including present and potential customers, prospects or
      targets (including without limitation, the identities of customers, names,
      addresses, contact, persons and the customers’ business status or needs),
      customer files and records;




(vii)  information
      regarding the skills, compensation and benefits of other employees of the
      Company;




(viii)  financial
      records, unpublished financial statements, financial condition, results of
      the
      Company’s operations and related information about the Company;




(ix)  any
      other
      financial, commercial, business or technical information related to any of
      the
      products or services made, developed or sold by the Company or its
      customers.




(c)  The
      Employee further recognizes that the Company has received and in the future
      will
      receive from third parties confidential or proprietary information
      (“Third ** Party
      Information”) subject to a duty on the Company’s part to maintain the
      confidentiality of such information and to use it only for certain limited
      purposes. During the Employment Term and thereafter, the Employee will hold
      Third Party Information in the strictest confidence and will not disclose to
      anyone (other than Company personnel who need to know such information in
      connection with their work for the Company) or use, except in connection with
      work for the Company, Third Party Information unless expressly authorized by
      the
      Company in writing.




(d)  The
      Employee further agrees to store and maintain all Confidential Information
      in a
      secure place. On the termination of employment, Employee agrees to deliver
      all
      records, data, information, and other documents produced or acquired during
      the
      Employment Term, and all copies thereof, to the Company. Such material at all
      times will remain the exclusive property of the Company, unless otherwise agreed
      to in writing by the Company. Upon termination of the employment, the Employee
      agrees to make no further use of any Confidential Information on his or her
      own
      behalf or on behalf of any other person or entity other than the Company.




(e)  During
      the Employment Term and thereafter, the Employee will not improperly use or
      disclose any confidential information or trade secrets, if any, of any former
      employer or any other person to whom the Employee has an obligation of
      confidentiality, and will not bring onto the premises of the Company any
      unpublished documents or any property belonging to any former employer or any
      other person to whom the Employee has an obligation of confidentiality unless
      consented to in writing by that former employer or person.




9




**11.**
            **Assignment
                of Inventions and Intellectual
                Property**




(a)  The
      term
“Proprietary Rights” will mean all trade secret, trademark, service mark,
      patent, copyright, mask work and other intellectual property rights throughout
      the world. The term “Inventions” shall mean all trade secrets, trade and service
      marks, inventions, mask works, ideas, processes, formulas, source and object
      codes, data, programs, technology, writings, software programs, other works
      of
      authorship, know how, discoveries, developments, designs, techniques or any
      claim of rights (or any related improvements or modifications to the
      foregoing).




(b)  In
      consideration of the Employee’s employment, the Employee hereby assigns and
      agrees to assign in the future (when any such Inventions or Proprietary rights
      are first reduced to practice or first fixed in an tangible medium, as
      applicable) to the Company all right, title and interest in and to any and
      all
      Inventions (and all Proprietary Rights with respect thereto) whether or not
      patentable or registrable under copyright or similar statutes, made or conceived
      or reduced to practice or learned by the Employee, either alone or jointly
      with
      others, during or at any time before or after the period of employment with
      the
      Company, which (i) relate to methods, apparatus, designs, products, processes
      or
      devices sold, leased, used or under construction or development by the Company
      or any subsidiary or otherwise relate to or pertain to the actual or anticipated
      business, functions, operations, research or development of the Company or
      any
      subsidiary, (ii) arise (wholly or partly) from the Employee’s efforts during any
      time that the Employee is either physically present on the Company’s premises or
      utilizing any physical or intellectual property owned or leased by the Company,
      or (iii) is based on any information or knowledge gained by the Employee through
      his or her employment with the Company. Inventions assigned to the Company,
      or
      to a third party as directed by the Company pursuant to this Section, are
      hereinafter referred to as “Company Inventions.”




(c)  During
      the Employment Term and for eighteen (18) months thereafter, the Employee will
      promptly disclose to the Company, fully and in writing, all Inventions authored,
      conceived or reduced to practice by the Employee, either alone or jointly with
      others. In addition, the Employee will promptly disclose to the Company all
      patent applications filed by the Employee or on behalf of the Employee within
      eighteen (18) months after termination of employment. At the time of each such
      disclosure, the Employee will advise the Company in writing of any Inventions
      that he or she believes fully qualifies for protection under the Law; and the
      Employee will at that time provide to the Company in writing all evidence
      necessary to substantiate that belief.




(d)  The
      Employee also agrees to assign all right, title and interest in and to any
      particular Company Invention to a third party, as directed by the
      Company.




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(e)  The
      Employee will assist the Company in every proper way to obtain, and from time
      to
      time enforce the Company’s Proprietary Rights relating to Company Inventions in
      any and all countries. To that end the Employee will execute, verify and deliver
      such documents and perform such other acts (including appearances as a witness)
      as the Company may reasonably request for use in applying for, obtaining,
      perfecting, evidencing, sustaining and enforcing such Proprietary Rights and
      the
      assignment thereof. In addition, the Employee will execute, verify and deliver
      assignments of such Proprietary Rights to the Company or its designee. The
      Employee’s obligation to assist the Company with respect to Proprietary Rights
      relating to such Company Inventions in any and all countries will continue
      beyond the termination of employment and the Company will provide compensation
      at a reasonable rate after termination for the time actually spent by me at
      the
      Company’s request on such assistance.




(f)  In
      the
      event the Company is unable for any reason, after reasonable effort, to secure
      the Employee’s signature on any document needed in connection with the actions
      specified in the preceding paragraph, the Employee hereby irrevocably appoints
      the Company and its duly authorized officers and agents as the Employee’s agent
      and attorney in fact to act for and in his or her behalf to sign, execute,
      verify and file any and all documents and to do all other lawfully permitted
      acts to further the purposes of the preceding paragraph with the same legal
      force and effect as if executed by the Employee. The Employee hereby waives
      any
      quitclaims to the Company any and all claims, of any nature whatsoever, which
      the Employee now or may hereafter have for infringement of any proprietary
      rights assigned to the Company.




(g)  Notwithstanding
      the foregoing, the Employee shall not be prohibited by this Section 11 from
      using, after the Employment Term, ideas, data, technology, know how or
      techniques, which are acquired or generated from the general knowledge of the
      industry that the Company is engaged in.




**12.**
            **Non-Competition****.**




(a)  Employee
      will, as a result of his employment with the Company, be involved with and
      exposed to substantial business resources and assets of the Company and certain
      of its affiliates and will develop additional contacts and relationships with
      numerous individuals and companies, which are also involved in the business
      of
      the Company or businesses related thereto. Such individuals and organizations
      will have business and contractual relationships with the Company and/or its
      affiliates that will be a valuable asset thereof. The Employee also recognizes
      and agrees with the Company that the services which the Employee will render
      during the term of employment are unique, special and of extraordinary
      character, that the Company will be substantially dependent upon such services
      to develop and market its products and to earn a profit, and that the
      application of the Employee’s knowledge and services to any competitive business
      would be substantially detrimental to the Company. Accordingly, in consideration
      for employment by the Company and compensation and other benefits, including
      any
      compensation the Employee may receive after his or her employment is terminated
      pursuant to this Agreement, the Employee will not, directly or indirectly
      (whether as an employee, officer, executive, director, manager, stockholder,
      member, lender, consultant or any other capacity), during the period of his
      or
      her employment with the Company, and for a period of six (6) months after
      termination of employment hereunder for any reason whatsoever, engage in any
      business or activity or otherwise compete anywhere in the United States, with
      any business or activity that is competitive with any business or activity
      engaged in by the Company or any of its subsidiaries or affiliates or
      contemplated to be engaged in (as of the time of the termination of employment)
      by the Company or any such subsidiary or affiliate; provided,  however, that
      the
      foregoing sentence shall not be applicable in the event the Employee is
      terminated pursuant to Section 6(e)(ii) or Section 6(e)(iii) hereof or if the
      Employee or the Company terminates this Agreement at the end of the Initial
      Term
      or any additional term pursuant to Section 1. In addition, for a period of
      two
      (2) years from the end of Employment Term the Employee will not induce or
      attempt to induce any person or entity that is engaged in any business activity
      or relationship with the Company or any subsidiary or affiliate of the Company
      to terminate that activity or relationship to reduce such activity or
      relationship.




11




(b)  The
      term
“compete” as used herein means to engage, directly or indirectly, either as a
      proprietor, partner, employee, commissioned salesperson, agent, consultant,
      director, officer, stockholder or in any other capacity or manner whatsoever.
      The provisions of this Section will not prevent the Employee from investing
      any
      assets in securities of any corporation, provided that such investments do
      not,
      directly or indirectly, result in the Employee, his spouse or his children
      collectively (i) owning beneficially at any time five percent (5%) or more
      of
      the equity securities of any publicly traded corporation engaged in a business
      competitive with the Company, or (ii) otherwise being able to control or
      actively participate in the business decisions of such competing business




**13.**
            **Non-Solicitation****.**




For
      the
      period of his employment by the Company and for two (2) years **** after
      the
      date of the conclusion of such employment, the Employee will not (i) induce,
      solicit or seek to influence, either directly or indirectly, any employee of,
      or
      any person under written contract with, the Company or any of its affiliates,
      to
      enter into any employment agreement, independent contractor arrangement, or
      any
      other arrangement whereby such individual would perform services for
      compensation, either directly or indirectly, for any person, firm, corporation
      or other entity engaged in business in competition with the Company or any
      of
      its affiliates. any Employee of the Company to leave the employ of the Company
      or any subsidiary, or division thereof or other company of the Company, or
      (ii)
      solicit any customer of the Company or any of its affiliates, or any identified
      prospect or identified potential customer to which a marketing proposal or
      presentation was made during the 12 month period immediately preceding
      termination of the Employment Term (other than on behalf of the Company) for
      any
      business of the type conducted by the Company (including any form of electronic
      or internet commerce).




**14.**
            **No
                Conflicting Obligations****.**




The
      Employee represents and warrants that the Employee has the full right and
      authority to enter into this Agreement and to render the services as required
      under this Agreement, and that by executing this Agreement the Employee is
      not
      breaching any contract or legal obligation the Employee owes to any third party,
      including any agreement to keep in confidence information acquired by the
      Employee in confidence or in trust prior to employment by the Company. The
      Employee shall not enter into any agreement or business relationship or incur
      any obligations to any third party following the Effective Date that may
      conflict with, or interfere with the Employee’s abilities to perform, the
      Employees duties and responsibilities pursuant to this Agreement.
      Notwithstanding anything to the contrary set forth herein, the Company
      acknowledges that the Employee providing services to BOSS Operating Company,
      LLC, or affiliates thereof, pursuant to a short-term transition services
      agreement or other arrangements between the Company and BOSS Operating Company,
      LLC shall not be a breach of any of the covenants of the Employee set forth
      herein.




12




**15.**
            **Return
                of Company Property****.**




When
      the
      Employee leaves the employ of the Company, the Employee will deliver to the
      Company (and will not keep in his possession, recreate or deliver to anyone
      else) any and all devices, records, recordings, data, notes, reports, proposals,
      lists, correspondence, specifications, drawings, blueprints, sketches,
      materials, computer materials, equipment, other documents or property, together
      with all copies thereof (in whatever medium recorded), belonging to the Company,
      its successors or assigns. The Employee further agrees that any property
      situated on the Company’s premises and owned by the Company, including computer
      disks and other digital, analog or hard copy storage media, filing cabinets
      or
      other work areas, is subject to inspection by Company personnel at any time
      with
      or without notice. Prior to leaving, the Employee will cooperate with the
      Company in completing and signing the Company’s termination statement for
      technical and management personnel.




**16.**
            **Notification
                of New Employer****.**




In
      the
      event that the Employee leaves the employ of the Company, the Employee hereby
      agrees to notify his new employer of those of the Employee’s obligations which
      are continuing under this Agreement after the termination hereof.




**17.**
            **Remedies****.**




(a)  The
      Company shall be entitled to equitable relief, including injunctive relief
      and
      specific performance as against the Employee and his agents, for the Employee’s
      or his agent’s threatened or actual breach of Sections 8, 9, 10 and 11 of this
      Agreement, as money damages for a breach thereof would be incapable of precise
      estimation, uncertain, and an insufficient remedy for an actual or threatened
      breach of Sections 8, 9, 10 and 11 of this Agreement. Nothing herein shall
      be
      construed as prohibiting the Company from pursuing any other remedies available
      for such breach or threatened breach of Sections 8, 9, 10 and 11 of this
      Agreement, including the recovery of damages.




13




(b)  The
      prevailing party in any legal actions arising under this Agreement shall be
      reimbursed in full the legal fees for enforcement in favor of such prevailing
      party.




**18.**
            **Public
                Statements****.**




Employee
      agrees that he will not make any speeches, publish articles, appear as a guest
      or a commentator on any television or radio show or issue statements to the
      press regarding that in anyway pertain to the Company or to Employee’s
      employment with same without Company’s prior approval unless pursuant to the
      Employee’s duties to the Company. Violation of this provision by Employee is a
      material breach of this Agreement.




**19.**
            **Notices****.**




Any
      notices, requests, demands or other communications required or permitted under
      this Agreement will be in writing and will be deemed to have been given when
      delivered personally or three (3) days after being mailed by certified mail,
      return receipt requested, addressed to the party being notified at the address
      of such party first set forth herein, or at such other address as such party
      may
      hereafter have designated by notice; provided , however ,
      that
      any notice of change of address will not be effective until its receipt by
      the
      party to be charged therewith.




**20.**
            **Miscellaneous****.**




(a)  Telephones,
      stationery, postage, e-mail, the internet and other resources made available
      to
      the Employee by the Company, are solely for the furtherance of the Company
      business.





(b)  All
      construction and interpretation of this Agreement shall be governed by and
      construed in accord with the internal laws of the State of Texas, without giving
      effect to that State’s principles of conflicts of law.





(c)  The
      Employee and the Company agree that any provision of this Agreement deemed
      unenforceable or invalid by any court of competent jurisdiction, such provision
      shall be reformed and modified to make such provision valid and to permit
      enforcement of the objectionable provision to the fullest permissible extent.
      It
      is the intent of the Company and the Employee that this Agreement be enforced
      to
      the fullest extent permitted by applicable law. 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. If any term or other provision of this Agreement is determined by a
      court of competent jurisdiction to be invalid, illegal or incapable of being
      enforced by any rule of law or public policy, all other terms, provision and
      conditions of this Agreement shall nevertheless remain in full force and
      effect.




14




(d)  Any
      waiver granted by a party of any breach of or failure to comply with any
      provision or condition of this Agreement by the other party shall not be
      construed as, or constitute, a continuing waiver of such provision or condition,
      or a waiver of any other breach of, or failure to comply with, any other
      provision or condition of this Agreement, any such waiver to be limited to
      the
      specific matter and instance for which it is given. No waiver of any such breach
      or failure or of any provision or condition of this Agreement shall be effective
      unless in a written instrument signed by the party granting the
      waiver.





(e)  The
      Employee and the Company independently have made all inquiries regarding the
      qualifications and business affairs of the other which either party deems
      necessary. The Employee affirms that the Employee is knowledgeable and
      sophisticated as to business matters, including the subject matter of this
      Agreement, and has read and fully understands this Agreement’s meaning and
      legally binding effect. The Employee further affirms that, prior to assenting
      to
      the terms of this Agreement, the Employee had been provided with a reasonable
      time to review it, consult with counsel of the Employee’s own choice, and to
      negotiate at arm’s length with the Company as to the contents of the Agreement.
      The Employee further affirms that the provisions in this Agreement represent
      accurately the expression of the parties’ mutual intent, and that the Employee
      has entered into this Agreement freely and voluntarily and without pressure
      or
      coercion from anyone. Each party assumes the risk of any misrepresentation
      or
      mistaken understanding or belief relied upon by either party in entering into
      this Agreement. In resolving any dispute or construing any term or provision
      in
      this Agreement, there shall be no presumption made or inference drawn because
      of
      the inclusion of a provision not contained in a prior draft or the deletion
      of a
      provision contained in a prior draft. The parties acknowledge and agree that
      this Agreement was negotiated and drafted with each party being represented
      by
      competent counsel of its choice and with each party having an opportunity to
      participate in the drafting of the provisions hereof and shall therefore be
      construed as if drafted jointly by the parties.





(f)  The
      Company and the Employee agree that the Employee’s obligations to the Company
      during the Employee’s employment with the Company, as well as any other
      obligation of the Employee under this Agreement, may be assigned to any
      successor in interest to the Company or any division or affiliate of the Company
      in its sole discretion and without additional consideration or prior notice
      to
      the Employee, but that nothing requires the Company to do so. The Employee’s
      obligations under this Agreement are personal in nature and may not be assigned
      by the Employee to any other person or entity.





(g)  Entire
      Agreement; Amendment .
      This
      Agreement contains the entire understanding and agreement of the parties
      relating to the subject matter hereof and supersedes all prior and/or
      contemporaneous understandings and agreements of any kind and nature (whether
      written or oral) among the parties with respect to such subject matter, all
      of
      which are merged herein. This Agreement may not be modified, amended, altered
      or
      supplemented, except by a written agreement executed by each of the parties
      hereto.




15




(h)  Counterparts .
      This
      Agreement and any amendments hereto may be executed and delivered in one or
      more
      counterparts, and by the different parties hereto in separate counterparts,
      each
      of which when executed shall be deemed to be an original, but all of which
      taken
      together shall constitute one and the same agreement, and shall become effective
      when counterparts have been signed by each party hereto and delivered to the
      other parties hereto, it being understood that all parties need not sign the
      same counterpart. In the event that any signature to this Agreement or any
      amendment hereto is delivered by facsimile transmission or by e-mail delivery
      of
      a “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. At the request of any party each other
      party shall promptly re-execute an original form of this Agreement or any
      amendment hereto and deliver the same to the other party. No party hereto shall
      raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data
      file to deliver a signature to this Agreement or any amendment hereto or the
      fact that such signature was transmitted or communicated through the use of
      a
      facsimile machine or e-mail delivery of a “.pdf” format data file as a defense
      to the formation or enforceability of a contract, and each party hereto forever
      waives any such defense.





(i)  Headings .
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.





[Signature
      page follows]




16


**IN
      WITNESS WHEREOF** ,
      the
      parties have executed and delivered this Agreement on the date first above
      written.




**SONTERRA
              RESOURCES, INC. (f/k/a River Capital Group, Inc.)**By:
            /s/ Howard
              TaylorName:Howard
                Taylor
              Title:Chief
                Executive Officer  **EMPLOYEE:**By:
              /s/ Wayne
                A.
                PsencikWayne
                  A. Psencik
 17


**Exhibit
        A**
 
 **Option
        Grants**
 
 Employee
        Options granted pursuant to the River Capital Group, Inc. 2007 Non-Qualified
        Stock Option Plan:
 
 Notice
        Addresses:
 **Optionee**:
                Wayne
                  A. Psencik
                ____________________
                ____________________
                ____________________
              **Corporation**:
                Sonterra
                  Resources, Inc. (f/k/a River Capital Group, Inc.)
                300
                  East Sonterra Boulevard, Suite 1220
                San
                  Antonio, Texas
                Facsimile:
                  210-545-3317
                Attention:
                  Michael J. Pawelek
  February
        14, 2008
  **Option
                    #1**Total
                    Options Granted: 571,151
                Option
                    Price: $0.302107090Vesting
                    Schedule:Number
                    of SharesDate
                (Non-Cumulative)First
                    Anniversary of the Date of Grant
                190,383Second
                    Anniversary of the Date of Grant
                190,384Third
                    Anniversary of the Date of Grant
                190,384
 
 **Option
                    #2**Total
                    Options Granted: 571,152
                Option
                    Price: $0.392739217Vesting
                    Schedule:Number
                    of SharesDate
                (Non-Cumulative)First
                    Anniversary of the Date of Grant
                190,384Second
                    Anniversary of the Date of Grant
                190,384Third
                    Anniversary of the Date of Grant
                190,384
 
 **Option
                    #3**Total
                    Options Granted: 571,152
                Option
                    Price: $0.453160635Vesting
                    Schedule:Number
                    of SharesDate
                (Non-Cumulative)First
                    Anniversary of the Date of Grant
                190,384Second
                    Anniversary of the Date of Grant
                190,384Third
                    Anniversary of the Date of Grant
                190,384
  18