**Exhibit 10.10**

**OFFICER EMPLOYMENT AGREEMENT**

        This Officer EmploymentAgreement (the "Agreement") is made and entered into to become effective as ofthe 1st day of October, 2003, by and between WEBCO INDUSTRIES, INC., an Oklahomacorporation (hereinafter called the "Company"), and F. WILLIAM WEBER(hereinafter called "Officer") and incorporates by reference the Amendment(dated December 3, 1998 and modified February 27, 2003) to the Officer EmploymentAgreement dated December 31, 1996.Recitals:Officer has served as the Company's Chief Executive Officer since the inception of theCompany's business. Officer and the Company desire to enter into this Agreement to statethe terms and conditions of Officer's employment by the Company.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 Chairman of the Board of Directors ("Board") and Chief ExecutiveOfficer. Officer accepts his employment by the Company in the capacities stated and noothers.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 Chairman of the Board and ChiefExecutive Officer. In general terms, Officer will perform those duties which arecommensurate and consistent with these positions as may reasonably be assigned to Officerby the Board. Officer shall report to the Board and shall not have reportingresponsibilities to any other person. Without limiting the generality of the foregoing,Officer shall attend and be entitled to participate in all meetings of the Company's Boardand stockholders.3. TERM. The term of this Agreement shall commence on October 1, 2003 and shall terminateon September 30, 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"; or(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 CompensationCommittee and approved by the Board of the Company, payable in biweekly installments andsubject to federal and state withholding deductions required by law. Officer's BaseCompensation may be increased from time to time by action of the Compensation Committee,but Officer's Base Compensation shall not be decreased below Officer's then current BaseCompensation without Officer's consent. This paragraph shall not exclude Officer fromreceiving bonus compensation provided by the Company's Compensation Committee or Board,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) Vacation. Thirty (30) days per calendar year with full salary. Unused vacation days inany calendar year may not be carried over and used in any subsequent calendar year.(b) Physical Examination. An annual complete physical examination by a physician ofOfficer's selection.(c) 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.(d) Club Dues. Reimbursement for country club, Summit Club and Admirals Club (or othercomparable clubs) memberships and dues.(e) 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 the 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 her 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 or beneficiary of Officer shallbe entitled to receive all accrued benefits under this Agreement through the date ofOfficer's death. In addition, if officer is still employed by the Company at the time ofhis death, the legal representative or beneficiary of Officer shall be entitled to receivea lump sum equal to $225,000 less any amounts paid under any life insurance carried by theCompany to Officer upon his death. All payments under this Section 8 shall be paid toOfficer's estate or Officer's designated beneficiary within thirty days (30) of notice tothe Company of Officer's death.9. TERMINATION DUE TO OFFICER'S RETIREMENT OR PERMANENT DISABILITY. In the event Officer'semployment with the Company terminates by reason of "retirement" of Officer orthe "permanent disability" of Officer, this Agreement will terminate effectiveupon the date of such termination and Officer will be entitled to the following; providedthat, Officer does not become an employee or consultant for any competitors of the Companyduring 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" (assuch term 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 (or his designated beneficiary) will continue to receive his Base Compensationas in effect at the time of such termination for a period of twelve (12) months followingsuch 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 the 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 Companyfor "Cause", this Agreement will terminate effective upon such termination forCause and Officer shall not be entitled to any of the benefits of this Agreement throughthe date of such termination or otherwise. For purposes of this Agreement, the Companyshall have "Cause" to terminate the Officer's employment only on the basis of:(a) Officer's willful and continued failure to substantially perform his duties with theCompany (other than any such failure resulting from his incapacity due to physical ormental illness) after a written demand for substantial performance is delivered to Officerby the Company's Board which specifically identifies the manner in which such Boardbelieves that Officer has not substantially performed his duties; or(b) Officer's willful engagement in conduct materially and demonstrably injurious to theCompany.For purposes of this subsection, no act or failure to act on the Officer's part shall beconsidered "willful" unless done, or omitted to be done, by Officer not in goodfaith and without reasonable belief that his action or omission was in the best interestof the Company. Officer shall not be deemed to have been terminated for Cause unless anduntil there shall have been delivered to Officer a copy of a resolution duly adopted bythe affirmative vote of not less than two-thirds of the entire membership (excludingOfficer) of the Company's Board, at a meeting of the Board called and held for thepurpose, finding that in the good faith opinion of the Board Officer was guilty of conductset forth in subsection (a) or (b) of this Section and specifying the particulars thereofin detail. If Officer believes that the Company does not have Cause to terminate Officer'semployment, Officer may request, by written notice to the Company given within thirty (30)days from the date Officer received a copy of the resolution referred to above, that thequestion of Cause to terminate Officer's employment be submitted to final and bindingarbitration under the Oklahoma Arbitration Act. Pending the arbitration decision, Officershall be entitled to receive all of Officer'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.(d) At any time during a period of two (2) consecutive years, individuals who, at thebeginning of such period constituted the Board of the Company, shall cease for any reasonto constitute at least a majority thereof, unless the election or the nomination forelection by the Company's shareholders of each new director during such (2) year periodwas approved by a vote of at least two-thirds (2/3) of the directors then still in officewho 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 that is not the result of a mutualconsent with Officer, the Company or the entity surviving such transaction shall payOfficer a lump sum payment equal to: (1) three (3) times Officer's "annual cashcompensation" from the Company; plus (2) such amount as is necessary so that suchpayment is received net of any special or excise taxes imposed on the payment or onOfficer under the Internal Revenue Code of 1986, as amended, or any similar provision of asubsequent revenue law. The term "annual cash compensation" shall mean the sumof: (x) Officer's annual Base Salary in effect at the time of the Change of Control; and(y) an amount equal to the highest annual bonus paid Officer in the three (3) calendaryears preceding the Change of Control. The Change of Control payment shall be made withinthirty (30) days after the Change of Control takes place, except that if Officer so electsby notice to the Company within fifteen (15) days after the Change of Control event, inlieu of the lump sum compensation payment, for a period of thirty-six (36) months from thedate of Change of Control, the Company shall pay Officer monthly an amount equal toone-thirty-sixth (1/36) of the total amount which, payable over such period ininstallments, would have compounded future value equal to the amount of the lump sumcompensation payment, based on the prime interest rate, plus four (4) percentage points,of the Company's primary banking source at the date of the Change of 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 the 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: President        P.O. Box 100        Sand Springs, OK. 74063        IF TO OFFICER:        F. WILLIAM WEBER        7449 S. Indianapolis        Tulsa, OK 74136or 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 Officerand the Company. No waiver by either party hereto at any time of any breach by the otherparty hereto of, or compliance with, any condition or provision of this Agreement to beperformed by such other party shall be deemed a waiver of similar or dissimilar provisionsor 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/ F. William Weber                              By /s/ Brad Vetal               F. William Weber                                        Brad VetalChairman of the Board,                                Chairman, Compensation CommitteeChief Executive Officer