**Exhibit 10.12**

**OFFICER EMPLOYMENT AGREEMENT**

This Officer Employment Agreement (the "Agreement") is madeand entered into to be effective as of the 1st day of October, 2003, by and between WEBCOINDUSTRIES, INC., an Oklahoma corporation (hereinafter called the "Company"),and DAVID E. BOYER (hereinafter called "Officer").Recitals:Officer has served as the Company's Senior Vice President, Tubular Operations since May2001 and Corporate Secretary since February 1994. Officer and the Company desire to enterinto this Agreement to state the terms and conditions of Officer's employment by theCompany.NOW THEREFORE, in consideration of the mutual covenants and promises herein and intendingto be legally bound, Officer and the Company agree as follows:1. EMPLOYMENT OF OFFICER. The Company employs Officer to serve in the capacities of theCompany's Senior Vice President, Tubular Operations and Corporate Secretary. Officeraccepts his employment by the Company in the capacities stated and no others.2. DUTIES. The Company and Officer recognize that it is not feasible to specify in detailall of the duties of Officer in his capacities as Senior Vice President, TubularOperations and Corporate Secretary. In general terms, Officer will perform those dutieswhich are commensurate and consistent with these positions as may reasonably be assignedto Officer by the CEO or COO of the Company and shall not have reporting responsibilitiesto any other person. Without limiting the generality of the foregoing, Officer shallattend and shall be entitled to participate in all meetings of the Company's Board andstockholders.3. TERM. The term of this Agreement shall commence on October 1, 2003 and shall terminateon September 31, 2006 or earlier upon the occurrence of any of the following (hereincalled "Termination Events"):(a) The mutual agreement of the parties;(b) The voluntary resignation by Officer;(c) Officer's death;(d) Officer's "retirement", or "permanent disability";(e) The involuntary termination of Officer by the Company other than for"Cause";(f) The involuntary termination of Officer by the Company for "Cause";4. COMPENSATION. During the term of this agreement, the Company agrees to pay Officer abase compensation ("Base Compensation") as recommended by the CEO and approvedby the Compensation Committee and the Board, payable in biweekly installments and subjectto federal and state withholding deductions required by law. Officer's Base Compensationmay be increased from time to time by action of the Compensation Committee, but Officer'sBase Compensation shall not be decreased below Officer's then current Base Compensationwithout Officer's consent. This paragraph shall not exclude Officer from receiving bonuscompensation provided by the Company's Compensation Committee or Board of Directors,either for Officer individually or as a participant in a bonus pool. Additionally, thisparagraph shall not exclude Officer from receiving stock grants, stock options orparticipating in any other employee benefit plan involving the Company's stock, asdetermined by the Company's Compensation Committee or by the Board.5. EXPENSE REIMBURSEMENT. The Company will reimburse Officer for all out-of-pocketexpenses incurred by Officer in the performance of Officer's service for the Company. TheCompany recognizes that Officer's participation in professional societies and civicorganizations will enhance Officer's capabilities and the image of the Company in thelocal community. Accordingly, as a part of Officer's duties, the Company expects Officerto participate in professional society activities and civic club activities. The Companywill reimburse Officer for professional society and civic club dues and will provideOfficer with reasonable time off with pay to attend professional and civic club meetings.6. FRINGE BENEFITS. The Company will provide Officer with the following "fringebenefits":(a) Life Insurance. In addition to the group term life benefits provided to all employeesof Company, Company will pay the premium cost of an additional $200,000 of term lifeinsurance.(b) Vacation. Fifteen (15) days per calendar year with full salary. Unused vacation daysin any calendar year may not be carried over and used in any subsequent calendar year.(c) Physical Examination. An annual complete physical examination by a physician ofOfficer's selection.(d) Medical Insurance. Medical insurance for Officer and Officer's dependents withdeductible and co-payment provisions that are consistent with the Company's generalMedical Insurance Plan.(e) Club Dues. Reimbursement for country club, Summit Club and Admirals Club (or othercomparable clubs) memberships and dues.(f) Automobile. The use of an automobile appropriate to Officer's position.The foregoing shall not be exclusive and Officer shall be entitled to participate in allother employee benefits which Company extends to executive officer employees of theCompany generally or to Officer individually.7. TERMINATION BY MUTUAL AGREEMENT OR VOLUNTARY RESIGNATION BY OFFICER. In the eventOfficer's employment with the Company terminates by mutual agreement of the Company andOfficer or Officer voluntarily resigns from the employment of the Company, this Agreementwill terminate effective upon the date of Officer's termination of employment and Officershall be entitled to receive his Base Compensation as then in effect and all other amountsdue Officer under this Agreement through the date of such termination. In addition, butwithout duplication, Officer will be entitled to the standard benefits available to anyemployee who voluntarily terminates his or his employment with the Company as well as anyother compensation and benefits as may be mutually agreed to in writing and approved bythe Compensation Committee of the Board.8. TERMINATION IN THE EVENT OF DEATH. In the event Officer's employment with the Companyterminates by reason of the death of Officer, this Agreement will terminate effective uponthe date of Officer's death and the legal representative of Officer shall be entitled toreceive an amount equal to Officer's Base Compensation as then in effect and all otheramounts due Officer under this Agreement through the date of such termination.9. TERMINATION DUE TO OFFICER'S RETIREMENT OR PERMANENT DISABILITY. In the event Officer'semployment with the Company terminates by reason of the "retirement" of Officeror the "permanent disability" of officer, this Agreement will terminateeffective upon the date of such termination and Officer will be entitled to the following;provided that, Officer does not become an employee or consultant for any competitors ofthe Company during the respective period set forth below:(a) Officer will receive non-discretionary bonuses for the 2 years immediately followinghis termination (inclusive of the bonus payable for the year in which such terminationoccurred) as if Officer was still employed by the Company.(b) The Company will make one month's Cobra payment (or otherwise provide comparableinsurance) on behalf of the Officer for each year Officer was employed by the Company inany capacity.(c) Officer will receive his Base Compensation and other benefits under this Agreement forthe first six (6) months of such disability.(d) For purposes of this Agreement, the term "retirement" shall mean as suchterm is defined in the Company's policies and procedures from time to time in effect, orif no such policies and procedures are in effect, as such term is defined in the SocialSecurity Act of 1935, as amended. The term "permanent disability" shall mean theinability of Officer to perform his duties under this Agreement due to physical or mentalincapacity for a period of six (6) consecutive months or for a period of eight (8) monthsduring any twelve consecutive month period.10. INVOLUNTARY TERMINATION OF OFFICER OTHER THAN FOR CAUSE. In the event Officer'semployment with the Company is terminated by the Company without "Cause"(as suchterm is defined below), this Agreement will terminate effective upon the date of suchtermination and Officer will be entitled to the following as long as Officer does notbecome an employee or consultant for any of the Company's competitors during therespective period:(a) Officer will continue to receive his Base Compensation as in effect at the time ofsuch termination for a period of twelve (12) months following such termination.(b) Officer will receive non-discretionary bonuses for the 2 years immediately followinghis termination (inclusive of the bonus payable for the year in which such terminationoccurred) as if he was still employed by the Company.(c) The Company will provide one month's insurance, through Cobra or other comparableinsurance, on behalf of Officer for each year Officer was employed by Company in anycapacity. 11. TERMINATION FOR CAUSE. The Company may terminate Officer's employment with the Companyfor Cause. In the event Officer's employment with the Company is terminated by the Company"Cause", this Agreement will terminate effective upon such termination for Causeand Officer shall not be entitled to any of the benefits of this Agreement through thedate of such termination or otherwise. For purposes of this Agreement, the Company shallhave "Cause" to terminate the Officer's employment only on the basis of:(a) The Officer's willful and continued failure to substantially to perform his dutieswith the Company (other than any such failure resulting from his incapacity due tophysical or mental illness) after a written demand for substantial performance isdelivered to the Officer by the Company's Board of Directors which specifically identifiesthe manner in which such Board of Directors believes that the Officer has notsubstantially performed his duties; or(b) The Officer's willful engagement in conduct materially and demonstrably injurious tothe Company.For purposes of this subsection, no act or failure to act on Officer's part shall beconsidered "willful" unless done, or omitted to be done, by the Officer not ingood faith and without reasonable belief that his action or omission was in the bestinterest of the Company. Officer shall not be deemed to have been terminated for Causeunless and until there shall have been delivered to Officer a copy of a resolution dulyadopted by the affirmative vote of not less than two-thirds of the entire membership(excluding Officer) of the Company's Board of Directors, at a meeting of the Board ofDirectors called and held for the purpose, finding that in the good faith opinion of theBoard of Directors, Officer was guilty of conduct set forth in subsection (a) or (b) ofthis Section and specifying the particulars thereof in detail. If Officer believes thatthe Company does not have Cause to terminate Officer's employment, Officer may request, bywritten notice to the Company given within thirty (30) days from the date Officer a copyof the resolution referred to above, that the question of Cause to terminate Officer'semployment be submitted to final and binding arbitration under the Oklahoma ArbitrationAct. Pending the arbitration decision, Officer shall be entitled to receive all ofOfficer's benefits under this Agreement.12. CHANGE IN CONTROL. The provisions of this paragraph will be "triggered" by a"Change in Control" of the Company. For the purpose of this paragraph, a"Change in Control" shall be deemed to have occurred if:(a) There shall be consummated any consolidation, merger or sale of all or substantiallyall of the assets and business of the Company following which the holders of the Company'scommon stock immediately prior to such transaction own less than 80% of the combinedvoting power of the surviving entity immediately after such transaction; or(b) The shareholders of the Company shall approve any plan or proposal for the liquidationor dissolution of the Company; or (c) Any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities andExchange Act of 1934, as amended (the "Exchange Act"), other than the Company,the F. William Weber Family or any employee benefit plan sponsored by the Company, shallbecome the beneficial owner directly or indirectly (within the meaning of Rule 13d-3 underthe Exchange Act) of securities of the Company representing either (i) 51% of theCompany's common stock or (ii) a greater percentage of the Company's common stock than theaggregate percentage held or controlled by the F. William Weber Family.; or (d) At any time during a period of two (2) consecutive years, individuals who, at thebeginning of such period constituted the Board of Directors of the Company, shall ceasefor any reason to constitute at least a majority thereof, unless the election or thenomination for election by the Company's shareholders of each new director during such (2)year period was approved by a vote of at least two-thirds (2/3) of the directors thenstill in office who were directors at the beginning of such two (2) year period.For the purpose of this paragraph, the term, "F. William Weber Family" shallmean, collectively, F. William Weber, Martha A. Weber, Dana S. Weber, Kimberly WeberFrank, Ashley Weber, and the lineal descendants of the persons above named.In the event of a Change of Control as above defined, if the entity surviving suchtransaction does not offer comparable employment to Officer or takes an employment actionadverse to Officer within one year of the effective date of the Change of Control, theCompany or such survivor shall pay Officer a lump sum payment equal to: (1) three (3)times the Officer's "annual cash compensation" from the Company; plus (2) suchamount as is necessary so that such payment is received net of any special or excise taxesimposed on the payment or on Officer under the Internal Revenue Code of 1986, as amended,or any similar provision of a subsequent revenue law. The term "annual cashcompensation" shall mean the sum of: (x) Officer's annual Base Salary in effect atthe time of the Change of Control; and (y) an amount equal to the highest annual bonuspaid Officer in the three (3) calendar years preceding the Change of Control. The Changeof Control payment shall be made within thirty (30) days after the Change of Control takesplace, except that if Officer so elects by notice to the Company within fifteen (15) daysafter the Change of Control event, in lieu of the lump sum compensation payment, for aperiod of thirty-six (36) months from the date of Change of Control, Company shall payOfficer monthly an amount equal to one-thirty-sixth (1/36) of the total amount which,payable over such period in installments, would have compounded future value equal to theamount of the lump sum compensation payment, based on the prime interest rate, plus four(4) percentage points, of the Company's primary banking source at the date of the Changeof Control.13. SUCCESSOR TO THE COMPANY. Except in the event of a Change of Control, the Company willrequire any successor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Company, byagreement in form and substance satisfactory to Officer, expressly, absolutely andunconditionally to assume and agree to perform this Agreement in the same manner and tothe same extent that Company would be required to perform it if no such succession orassignment had taken place. Any failure of the Company to obtain such agreement prior toeffectiveness of any such succession or assignment shall be a material breach of thisAgreement and shall be deemed to be a Change of Control event.14. NOTICES. All notices and other communications under this Agreement shall be in writingand shall be deemed to have been duly given when delivered or (5) days after posting byU.S. Mail, certified, return receipt requested, postage prepaid as follows:        IF TO COMPANY:        WEBCO INDUSTRIES, INC.        Attn: Chairman, Compensation Committee        P.O. Box 100        Sand Springs, OK. 74063        IF TO OFFICER:        DAVE BOYER        6615 E. 78TH ST. SO.        TULSA, OK. 74133or such other address as either party may have furnished to the other in writing inaccordance herewith, except that notices of change of address shall be effective only uponreceipt.15. MISCELLANEOUS. No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing signed by theOfficer and the Company. No waiver by either party hereto at any time of any breach by theother party hereto of, or compliance with, any condition or provision of this Agreement tobe performed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, express or implied, with respect to the subject matterhereof have been made by either party which are not set forth expressly in this Agreement.16. VALIDITY. The invalidity or unenforceability of any provisions of this Agreement shallnot affect the validity or enforceability of any other provision of this Agreement, whichshall remain in full force and effect.17. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which together will constitute one andthe same instrument.18. LAWS GOVERNING. This Agreement has been entered into in the State of Oklahoma, andshall be construed, interpreted and governed in accordance with the laws of the State ofOklahoma without regard to the conflict of law provisions thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement to become effective as ofthe date first above written. 

"OFFICER":                                                          "COMPANY":                                                                               WEBCO INDUSTRIES, INC./s/ Dave Boyer                                                       By/s/ Brad Vetal                                Dave Boyer                                                                Brad VetalSenior Vice President, Tubular Operations                Chairman, Compensation Committee Corporate Secretary