exhib101.htm


    
      

      

    

    Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT

    


    THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as
of December 31, 2008, (the “Effective Date”) is
by and among Capital City Energy Group, Inc., a Nevada corporation (“CETG”), Hotwell
Services, Inc. (the “Company”) and Joseph
Sites (“Executive”).

    


    W I T N E S S E T
H:

    


    A.           CETG
has, simultaneously
with the execution of this Agreement, acquired all of the capital stock of the
Company pursuant to that certain Agreement and Plan of Merger dated as of
December 31, 2008 (the “Merger Agreement”) by
and among the Company, CETG, Hotwell Acquisition Corporation, Executive, Hotwell
Ges.m.b.H. and NPS Bahrain.

      


      B.           The
Company desires to employ Executive and Executive desires to accept such
employment.

      


      C.           The
Company and Executive desire to set forth in this Agreement the terms,
conditions and obligations of the parties with respect to such employment, and
this Agreement is intended by the parties to supersede all previous
understandings, whether written or oral, concerning such
employment.

      


      NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants contained herein, the
parties agree as follows:

      


      1. Employment.  The
Company hereby employs Executive, and Executive hereby accepts employment, as an
Executive Vice President of CETG and the President of the Company subject to the
terms and conditions hereof.  Executive shall have the normal duties,
responsibilities and authority of such position, subject to the power of the
Company’s board of directors (the “Board”) to limit such
duties, responsibilities and authority and to override actions of such
position.  In connection with the duties to be performed pursuant to
this Agreement, Executive shall report directly to the Board.

       

      2. Term.  This
Agreement shall commence as of the date hereof and terminate two years (2) years
thereafter (the “Term”); provided,
however, that after the first anniversary of the Effective Date, the Term shall
be automatically extended on a daily basis (the “Renewal Date”) such
that the Term terminates one (1) year from such Renewal Date, unless terminated
earlier pursuant to Section
6.  Notwithstanding anything herein to the contrary, Executive
understands that Executive is an employee at-will and Executive’s employment
with the Company may be terminated by the Company, with or without Cause (as
defined in Section
6) at any time.

       

      3. Compensation.

       

      (a) Base
Salary.  During the Term of this Agreement, the Company agrees
to pay Executive an annual base salary of $240,000, (the “Base
Salary”).  The Base Salary shall be payable in accordance with
the Company’s regular payroll schedule.  Additionally, Executive’s
Base Salary, including any bonuses and other benefits provided herein, may be
increased as determined by the Board.

       

      (b) Bonus.  Executive
will be eligible to receive a discretionary bonus as determined by the
Board.

       

      (c) Equity
Awards.

       

      (1) Equity
Award.  As of the Effective Date, CETG agrees to grant to
Executive a non-qualified option to purchase 920,000 shares of common stock of
the Company for a strike price equal to $1.80 per share (the “Employee Option”),
per the terms of an option agreement between Executive and the Company, in
substantially the form attached hereto as Exhibit A to
this Agreement (the “Option
Agreement”).  In accordance with the Option Agreement, this
Employee Option shall vest in three equal installments over a three (3) year
period and shall be exercisable by Executive immediately following the date such
grant vests (but only to the extent vested) and may be exercised in whole or in
part (subject to securities laws and any corporate policies applicable to
executives of CETG). Executive is responsible for all federal and state taxes on
any taxable income due to the exercise of the Employee Option.  The
Employee Option shall have a five year term, and any shares not exercised on or
before the fifth year shall be forfeited.

       

      (2) Performance
Options.  Executive shall be granted options on an annual basis
to purchase common stock of CETG in the event the Company attains net income
before taxes for the calendar years of the Company during the Term, with the
number of options to be granted each year equal to five percent (5%) of the
Company’s actual net income before taxes divided by the closing price of CETG
common stock on December 31 of each year during the Term in which the Company
has net income (the “Performance
Options”).  The Performance Options, if issued, will be
substantially similar to the Option Agreement (but without any vesting), with
the strike price of such options equal to the closing price of CETG common stock
on December 31 of the year in which the Performance Option was
earned.  Notwithstanding anything to the contrary contained herein,
the maximum amount of performance options to be issued annually will be limited
to the Company’s first $100,000,000 of net income (meaning Executive’s portion
will be options in the amount of $5,000,000).  The issuance of
Performance Options  will be on an annual basis, and is subject to
Executive being employed by the Company or CETG on December 31 of the year in
which the Performance Option is earned.  The determination of the
Company’s actual net income before taxes will be based on the audited financial
statements of CETG.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (3) In
addition to the vesting of Executive’s options provided elsewhere in this
Agreement, upon a Change of Control (as defined herein) Executive’s unvested
options shall become vested as follows:

       

      a. Employee
Options.  With regard to Employee Options, 100% of such options
shall vest immediately prior to the completion of a Change in Control, unless,
at the time of completion of such Change in Control transaction, the unvested
options are substituted or continued by the acquirer, regardless of whether
Executive’s employment is terminated.

       

      b. Performance
Options.  With regard to Performance Options, such options
shall vest as follows: (A) 50% shall vest immediately if at anytime after the
occurrence of a Change in Control or the announcement of a Change in Control the
price per share of CETG’s common stock equals or exceeds $2.00, and (B) 100%
shall vest immediately if at anytime after the occurrence of a Change in Control
or the announcement of a Change in Control the price per share of CETG’s common
stock equals or exceeds $5.00, each adjusted for stock splits and
dividends.  Upon the completion of a Change in Control, any such
Performance Options that remain unvested after the application of provisions (A)
and (B) of this Section shall expire.

       

      (4) “Change in Control”
with respect to CETG, means the occurrence of any of the following:

       

      a. any
“person” (as
defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”)), excluding for this purpose CETG or any subsidiary of CETG,
including the Company, or any employee benefit plan of CETG or any subsidiary of
CETG, or any person or entity organized, appointed or established by CETG for or
pursuant to the terms of such plan which acquires beneficial ownership of voting
securities of CETG, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act) directly or indirectly of securities of CETG
representing fifty-one percent (51%) or more of the combined voting power of
CETG’s then outstanding securities; provided, however, that no Change of Control
shall be deemed to have occurred as the result of an acquisition of securities
of CETG by CETG which, by reducing the number of voting securities outstanding,
increases the direct or indirect beneficial ownership interest of any person to
fifty-one percent (51%) or more of the combined voting power of CETG’s then
outstanding securities, but any subsequent increase in the direct or indirect
beneficial ownership interest of such a person in CETG shall be deemed a Change
of Control; and provided further that if the Board determines in good faith that
a person who has become the beneficial owner directly or indirectly of
securities of CETG representing fifty-one percent (51%) or more of the combined
voting power of CETG’s then outstanding securities has inadvertently reached
that level of ownership interest, and if such person divests as promptly as
practicable a sufficient amount of securities of CETG so that the person no
longer has a direct or indirect beneficial ownership interest in fifty-one
percent (51%) or more of the combined voting power of CETG’s then outstanding
securities, then no Change of Control shall be deemed to have occurred;
and

       

      b. the
shareholders of CETG approve a plan of complete liquidation of CETG, an
agreement for the sale or disposition of CETG or all or substantially all of
CETG’s assets, or a plan of merger or consolidation of CETG with any other
corporation, except for a merger or consolidation in which the security owners
of CETG immediately prior to the merger or consolidation continue to own at
least fifty percent (50%) of the voting securities of the new (or continued)
entity immediately after such merger or consolidation.

       

      (d) Other
Benefits.  During the Term of this Agreement, Executive shall
be entitled to participate in all other benefits, perquisites, vacation days,
benefit plans or programs of the Company which are available generally to office
employees and other executives of the Company in accordance with the terms of
such plans, benefits or programs.  Executive will be entitled to five
(5) weeks of vacation per calendar year as long as the scheduling of Executive’s
vacations do not interfere with the Company’s normal business
operations.  Unused vacation and sick days may not be carried over to
another year.

       

      (e) Expenses.  Executive
shall be reimbursed for Executive’s reasonable expenses related to and for
promoting the business of the Company, including expenses for entertainment,
travel and similar items that arise out of Executive’s performance of services
under this Agreement, and any such expenses paid by Executive from Executive’s
own funds shall be promptly reimbursed to Executive by the Company in accordance
with the policies and procedures of the Company in effect from time to
time.  Relocation expenses of Executive are not reimbursable
expenses.

       

      (f) Auto.  Executive
shall be provided a vehicle at the Company’s expense during the Term of this
Agreement.

       

      Extent of
Service.  Executive shall devote substantially all of
Executive’s reasonable work time, attention and energies to the business of the
Company.  During the Term of this Agreement, Executive may engage
(whether or not during normal business hours) in any other business,
professional or educational activity, whether or not such activity is pursued
for gain, profit or other pecuniary advantage, provided that it does not
unreasonably interfere with Executive’s duties hereunder and does not violate
the covenants contained in Section
5.

       



    
      
        
        

      

      
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    5. Covenants Regarding
Confidential Information and Other Matters.  All payments and
benefits to Executive under the Agreement shall be subject to Executive’s
compliance with the provisions of this Section
5.  For purposes of this Section 5, the term
“Company” shall
mean, the Company, CETG and any direct or indirect wholly or majority owned
subsidiary of CETG, including, but not limited to, Capital City Petroleum, Inc.,
Avanti Energy Partners LLC and Eastern Well Services, LLC.

     

    (a) Confidential
Information.  Executive acknowledges that in Executive’s
employment Executive is or will be making use of, acquiring or adding to the
confidential information of the Company which includes, but is not limited to,
memoranda and other materials or records of a proprietary nature; potential
business acquisitions; technical information regarding the operations of the
Company; and records and policy matters relating to finance, personnel,
management and operations.  Therefore, in order to protect the
confidential information of the Company and to protect other employees who
depend on the Company for regular employment, Executive agrees that Executive
will not in any way utilize any of said confidential information except in
connection with Executive’s employment by the Company, and except in connection
with the business of the Company, Executive will not copy, reproduce, or take
with Executive the original or any copies of said confidential information and
will not directly or indirectly divulge any of said confidential information to
anyone without the prior written consent of the
Company.  Notwithstanding anything to the contrary, confidential
information shall not include information that (a) becomes generally available
to the public other than as a result of a disclosure by Executive, or (b)
becomes available to Executive on a non-confidential basis from a source other
than the Company; provided that such source is not known by Executive to be
bound by a confidentiality agreement with or other legal or fiduciary obligation
to the Company.

     

    (b) Non-Competition.  Executive
agrees that for a period commencing on the date of this Agreement and continuing
for the greater of (i) two (2) years or (ii) one (1) year after the termination
of Executive’s employment with the Company (such period is referred to as the
“Restricted
Period”), not to own, operate or become interested, directly or
indirectly, in any business that competes, directly or indirectly, in the
wireline business or in any other business in which the Company is then engaged
or otherwise conducting in which Executive performs substantial services
relating to such other business (provided that during the portion of the
Restricted Period after the Term hereof, such other business, if applicable,
shall be measured as of the end of the Term of this Agreement), whether as an
individual proprietor, franchisee, partner, joint venturer, stockholder,
principal, investor, trustee, employee or any other similar relationship or
capacity in any state in which the Company operates its wireline business or
other business to which Executive performs substantial services for the Company
(as of the Effective Date such states include Ohio, Pennsylvania and West
Virginia); provided, however, that the foregoing shall not prohibit the
ownership of less than two percent (2%) of the outstanding shares of stock of
any corporation engaged in any business, which shares are regularly traded on a
national securities exchange or in any over-the-counter market.

     

    (c) Non-Solicitation of
Employees.  Executive agrees during the Restricted Period not
to directly or indirectly, by sole action or in concert with others, induce or
influence, or seek to induce or influence any person who is engaged by the
Company as an employee, agent, independent contractor, or otherwise to leave the
employ of the Company or any successor or assign, or to hire any such
person.

     

    (d) Non-Solicitation of
Customers.  Executive agrees during the Restricted Period not
to directly or indirectly, by sole action or in concert with others, solicit or
attempt to solicit the business of any customers or clients (and their
successors or assigns) of the Company with which the Company has done business
with during the prior one (1) year period from the date of the termination of
this Agreement or for which Executive solicited orders (whether successful or
not) on behalf of the Company during such period, with respect to products or
activities similar to those solicited by the Company during such
period.

     

    (e) Survival.  The
restrictive covenants contained in this Section 5 shall
survive the termination of this Agreement.  Executive agrees that the
covenants contained in this Section 5 are
reasonable with respect to their duration and scope.

     

    (f) Remedies for Breach of
Covenants.

     

    (i) In the
event that a covenant included in this Section 5 shall be
deemed by any court to be unreasonably broad in any respect, it shall be
modified in order to make it reasonable and shall be enforced accordingly;
provided, however, that in the event that any court shall refuse to enforce any
of the covenants contained in Section 5, then the
unenforceable covenant shall be deemed eliminated from the provisions of this
Agreement for the purpose of those proceedings to the extent necessary to permit
the remaining covenants to be enforced so that the validity, legality or
enforceability of the remaining provisions of this Section 5 shall not
be affected thereby.

     

    (ii) Executive
acknowledges that any breach of Executive’s covenants contained in this Section 5 will cause
irreparable harm to the Company which will be difficult if not impossible to
ascertain, and the Company shall be entitled to equitable relief, including
injunctive relief, against any actual or threatened breach hereof, without bond
and without liability should such relief be denied, modified or
vacated.  Neither the right to obtain such relief nor the obtaining of
such relief shall be exclusive of or preclude the Company from any other remedy
the Company may have hereunder or at law or equity.

     

     

    
      
        
        

      

      
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    6. Termination.  For
purposes of this Section 6, the term
“Company” shall
mean, the Company and CETG.

     

    (a) Termination for
Cause.

     

    (i) The
Company shall have the right to terminate this Agreement for Cause (defined
below) immediately upon prior written notice.  For purposes of this
Agreement, “Cause” shall include
any of the following:

     

    (1) Executive’s
failure or refusal, after written notice thereof and failure to cure within five
(5) days thereafter, to perform specific written directives from the members of
senior management of the Company which are consistent with the scope and nature
of Executive’s duties and responsibilities under this Agreement.

     

    (2) Dishonesty
or disloyalty of Executive relating to the Company.

     

    (3) Habitual
drunkenness or use of drugs which interferes with the  performance of
Executive’s duties and obligations under this Agreement.

     

    (4) Executive’s
conviction of any crime involving moral turpitude, fraud, defalcation or
misrepresentation.

     

    (5) Any gross
or willful misconduct of Executive.

     

    (6) Any
breach of Executive’s covenants contained in Section 5, or any
material breach of this Agreement by Executive, including the representations
and warranties contained in Section
14.

     

    (7) A
material breach of Executive’s representations, warranties or covenants
contained in the Merger Agreement.

     

    (ii) If this
Agreement is terminated for Cause pursuant to this Section 6(a), the
Company shall have no further obligations to Executive under this Agreement
other than the Company’s obligation (A) to pay Base Salary accrued to the date
of termination, (B) to pay any bonus that has been earned and not paid, and (C)
to reimburse Executive for expenses incurred by Executive that are reimbursable
pursuant to Section
3(e).  Upon termination for Cause, Executive’s covenants under
Section 5 shall
remain in full force and effect until the expiration of the Restricted
Period.

     

    (b) Termination Without Cause or
for Good Reason.  If the Company terminates the employment of
Executive prior to the end of the Term of this Agreement for any reason other
than for Cause, or if Executive terminates this Agreement for “Good Reason” (defined
below), Executive shall be entitled to (i) to pay Base Salary accrued to the
date of termination, (ii) to pay Base Salary for a period of six (6) months
following the date of the Executive’s separation from service (within the
meaning of Section 409A of the Internal Revenue Code) (“Severance”), (iii) to
pay any bonus that has been earned and not paid, (iv) to vest all Employee
Options, making each grant of options immediately exercisable in full, and (v)
to reimburse Executive for expenses incurred by Executive that are reimbursable
pursuant to Section
3(e).  Amounts payable hereunder representing Base Salary shall
be paid during the regular payroll periods applicable to Executive (as if
Executive were then employed). Executive’s covenants under Section 5 shall
remain in full force and effect until the expiration of the Restricted
Period.  “Good Reason” means
any of the following:  (i) a material diminution of the Executive’s
position, authority, duties or responsibilities; provided that, for purposes of
clarification, a change in the Executive’s reporting relationship as in effect
on the date hereof shall not constitute Good Reason; and (ii) a material
decrease in the Executive’s Base Salary in effect immediately prior to such
decrease or in other material benefits, other than, in either such case, in
connection with a reduction occasioned by the Company’s business conditions or
prospects and applicable to all similarly situated Company employees; provided
however, the Executive’s termination shall be for Good Reason, if and only if,
the Company has not cured such circumstances within 20 days after receipt of
written notice of such reason from the Executive.  Notwithstanding
anything to the contrary in this Section 6(b), the
Severance shall be conditioned upon the Executive’s execution and non-revocation
of a general release of claims and covenant not to sue in a form reasonably
satisfactory to the Board and on the Executive’s continued compliance with the
restrictive covenants set forth in Section 5
hereof.  If the release has not been executed by the date on which
payment is otherwise due hereunder, such payment shall be forfeited and the
Executive shall have no right to such payment.  Notwithstanding any
other provision of this Section 6(b), if the
Executive is a “specified employee” on the date of the Executive’s separation
from service, no payment shall be made to Executive during the six-month period
following the Executive’s separation from service in excess of two times the
lesser of (A) the sum of the Executive’s annualized compensation based upon the
annual rate of pay for services provided to the Company for the taxable year of
the Executive in which the Executive has a separation from service (adjusted for
any increase during that year that was expected to continue indefinitely if the
Executive had not separated from service), or (B) the maximum amount that may be
taken into account under a qualified plan pursuant to Section 401(a)(17) of the
Internal Revenue Code for the year in which the Executive has a separation from
service.  Any amount in excess of the foregoing limitation shall be
paid on the date that is six months and one day following the Executive’s
separation from service.

     

    (c) Voluntary Termination by
Executive.  Executive may voluntarily terminate Executive’s
employment by providing the Company thirty (30) days prior written notice, in
which case this Agreement shall terminate forthwith and all obligations of each
party to the other under this Agreement shall terminate immediately, other than
the Company’s obligation (i) to pay Base Salary accrued to the date of
termination, (ii) to pay any bonus that has been earned and not paid, and (iii)
to reimburse Executive for expenses incurred by Executive that are reimbursable
pursuant to Section
3(e).  Upon termination for Cause, Executive’s covenants under
Section 5 shall
remain in full force and effect until the expiration of the Restricted
Period.

     

    
      
        
        

      

      
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    7. Withholding of
Taxes.  The Company may withhold from any benefits payable
under the Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling.

     

    8. Inventions, Designs and
Product Developments.  All right, title and interest in and to
the inventions, innovations, designs, artwork, logos, trade dress, ideas,
processes, improvements, trade secrets and patentable and copyrightable material
that Executive develops or conceives of, solely or jointly with others, whether
or not patentable or copyrightable, at any time during the employment of the
Executive by the Company and which relate to potential or actual business
activities of the Company (collectively, the “Developments”) shall
be owned by the Company.  Nothing to the contrary contained herein,
Executive hereby assigns, transfers and conveys to the Company all of
Executive’s right, title and interest in and to any and all such
Developments.  Executive shall disclose fully, as soon as practicable
and in writing, all Developments to the Company.  If requested to do
so by the Company, Executive agrees to provide the Company with any document or
perform any act necessary to enable the Company to: (a) complete and obtain
patent, trademark or copyright applications or registrations; (b) complete and
obtain extension, validation, reissue, continuance or renewal applications or
registrations and (c) evaluate or oppose any trademark or design applications,
registrations or uses by third parties under United States or foreign law with
respect to any Developments. The Company will be responsible for the preparation
of any such instruments, documents and papers and for the prosecution of any
such proceedings and will reimburse Executive for all reasonable expenses
incurred by Executive in compliance with the provisions of this Section
8.  Notwithstanding anything to the contrary contained in this
Section 8,
inventions, innovations, etc., that meet the following conditions shall not be
considered Developments: (x) it was developed entirely on Executive’s own time,
(y) no equipment, supplies or facilities of the Company were used in its
development, and (z) it either does not relate to the business (actual or
demonstrable anticipated research and development) of the Company or does not
result from work performed by Executive for the Company.

     

    9. Benefit.  This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  Except as expressly provided herein, the
rights, benefits and obligations of Executive under this Agreement are personal
to Executive, and any voluntary or involuntary alienation, assignment or
transfer by Executive shall be null and void.  The Company may
transfer this Agreement to CETG or any entity wholly owned (whether directly or
indirectly) by CETG.

     

    10. Severability.  If
any provision of this Agreement, as applied to any party or to any circumstance,
shall be found by a court to be void, invalid or unenforceable, the same shall
in no way affect any other provision of this Agreement or the application of any
such provision in any other circumstance, or the validity or enforceability of
this Agreement.

     

    11. Entire
Understanding.  This Agreement contains the entire
understanding of the parties hereto relating to the subject matter contained
herein and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties, including that certain Employment
Agreement dated November 27, 2007 by and between Executive and the Company and
the Shareholders Agreement dated November 26, 2007 by and among Executive and
Hotwell Ges.m.b.H (the “Prior
Agreements”).  Each party acknowledges that no representations,
inducements, promises or agreements, oral or written, with reference to the
subject matter hereof have been made other than as expressly set forth
herein.  This Agreement may not be modified or rescinded except by a
written agreement signed by both parties.

     

    12. Notices.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given if by facsimile, when received by
the other party, of if by mail, or certified when deposited in the U.S. mail in
a registered postage prepaid envelope, return receipt requested and
addressed:  If to Executive, Joseph Sites, 129 Scenic Ridge Drive,
Venetia, PA  15367; and if to the Company, c/o CETG, 8351 North High
Street, Suite 101, Columbus, Ohio 43235 (Attn: CEO).

     

    13. Consideration.  Executive
acknowledges that the proceeds received by the Seller pursuant to the Agreement
and Plan of Merger (from which Executive derives a direct benefit), Executive’s
continued employment during the Term of this Agreement (and any extension
thereof) and the other compensation and benefits provided in this Agreement are
sufficient compensation and consideration for purposes of entering into the
restrictions and limitations provided herein, including, but not limited to, the
restrictions and limitations set forth in Section 5 (Covenants
Regarding Confidential Information and Other Matters) and Section 8
(Inventions, Designs and Product Developments).

     

    14. Executive’s
Representations.  Executive represents and warrants to the
Company that (a) Executive is free to enter into this Agreement, (b) this
Agreement and Executive’s obligations hereunder do not violate the terms of any
other agreement to which Executive is a party or by which Executive is bound and
(c) Executive is not subject to any confidentiality agreement, non-competition
agreement, non-solicitation agreement or any other similar agreement that
restricts Executive’s ability to perform the services for the Company for which
Executive was hired.

     

    15. Release and Waiver of Prior
Agreement.  Executive and the Company hereby agree the Prior
Agreement has been terminated, and Executive knowingly and voluntarily releases
and forever discharges, the Company and all of its affiliates, parents,
subsidiaries and related entities, and all of their past, present and future
officers, directors, shareholders, employees, agents, attorneys and assigns
(collectively, the “Released Parties”),
from any federal, state, or local claims, demands, actions, liabilities, suits
or causes of action, at law or equity or otherwise, and any and all rights to or
claims for attorneys’ fees or damages (including backpay, compensatory,
punitive, or liquidated damages) or equitable relief, which he has or may have
against any or all of the Released Parties, whether such claims are known or
unknown, arising from Executive’s employment with the Company (or any of its
successors or affiliates) or the termination of the Prior
Agreement.  This release includes, but is not limited to:

     

    
      
        
        

      

      
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      (a) All
claims and any obligations or causes of action arising from such claims, which
could have been raised under common law, including wrongful or retaliatory
discharge, breach of contract, any action arising in tort, including libel,
slander, defamation, intentional infliction of emotional distress;

       

      (b) Any
claims arising under any local, state or federal law, constitution, ordinance,
or regulation, including but not limited to: the Age Discrimination in
Employment Act, as amended, including the Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of
1866 and 1871, the Civil Rights Act of 1991, the Fair Labor Standards Act, the
Occupational Safety and Health Act, the Equal Pay Act, the Americans With
Disabilities Act, the Family Medical Leave Act, the Employee Retirement Income
Security Act of 1974, as amended, the National Labor Relations Act, or the fair
employment practices act of any state or municipality; and

    

     

    (c) All
claims arising in tort or contract or under any statute for actual and punitive
damages, pecuniary and non-pecuniary compensation, bonuses, vacation,
commissions, stock or unit options or other equity interests, payments or other
benefits under employee pension and welfare benefit plans, severance (including
under any severance pay plan governed by state or federal law), and attorneys’
fees and costs.

     

    Executive
specifically waives the benefit of any statute or rule of law which, if applied
to this Agreement, would otherwise exclude from its binding effect any claims
not now known by Executive to exist.  Notwithstanding the foregoing,
this release and discharge does not include a waiver of any rights or claims
arising under this Agreement.  Nor does this release waive claims
arising after the date of this Agreement or claims that otherwise cannot be
released by law.

     

    16. Waiver.  Failure
by either party to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
remedy hereunder at any time be deemed a waiver or relinquishment of such right
or remedy.

     

    17. Enforcement
Costs.  If any party institutes any action or proceeding to
enforce this Agreement or any provision herein, or for damages by reason of any
alleged breach of this Agreement, the prevailing party in any such action or
proceeding shall be entitled to receive from the other party all costs and
expenses, including reasonable attorneys’ fees, incurred by the prevailing party
in connection with the action or proceeding.

     

    18. Governing
Law.  This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with the laws
of the State of Ohio applicable to contracts made and to be performed
therein.

     

    19. Counterparts.  This
Agreement may be executed in multiple counterparts, all of which together shall
constitute one and the same instrument.

     

    


    [Signature
Page Follows]

    



    
      
        
        

         


      

      
        - 6
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    IN WITNESS WHEREOF, the parties have
executed this Employment Agreement as of the day and year first above
written.

    


    


    
      	 
      	
              /s/ Joseph
      Sites

              Joseph
      Sites, an individual

            
	 
      	 
      
	 
      	 
      
	 
      	
              Hotwell
      Services, Inc.

               

              By:
      /s/ Timothy W.
      Crawford                                          

              Its:
      Chief Executive
      Officer       

            
	 
      	 
      
	 
      	 
      
	 
      	
              Capital
      City Energy Group, Inc.

               

              By:
      /s/ Timothy W.
      Crawford

              Its:
      Chief Executive
  Officer      

            


    

    
 


    
      
        
        

         


      

      
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