EXHIBIT
      10.1

     

    AGREEMENT

    


    THIS
      AGREEMENT (hereinafter, “this Agreement”) is made and entered into on this 24th
      day of May 2007 (the “Effective Date”), by and between CrossPoint Energy
      Company, a Nevada corporation, with its principal executive offices in Frisco,
      Texas (the “Company”), and Jeffrey A. Krakos, an individual currently residing
      in Lewisville, Texas (“Employee”).

    


    Background

    


    A. The
      Company and Employee entered into an Employment Agreement (the “Employment
      Agreement”) effective November 27, 2006, which employment Agreement has
      thereafter governed the terms and conditions of Employee’s employment with the
      Company.

    


    B. The
      Company and Employee desire to rescind in its entirety the Employment Agreement
      and thereafter have Employee’s employment relationship with the Company be
      governed exclusively by the terms of this Agreement.

    


    Terms
      and Conditions

    


    In
      consideration of the covenants and agreements herein contained and other good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    1. Employment
      and Term.
      The
      Company will continue to employ Employee as its Executive Vice President until
      May 31, 2007 (the “Termination Date”) performing such duties as may be assigned
      him by the Company’s Board of Directors and Employee agrees to reasonably
      perform such duties through the Termination Date.

    


    2. Employment
      Agreement.
      The
      parties hereby rescind the Employment Agreement as of the Effective Date of
      this
      Agreement and render it and all its terms and provisions null and void. From
      the
      Effective Date of this Agreement Employee’s terms and conditions of employment
      will be governed exclusively by the express terms set forth in the Agreement
      and
      none other.

    


    3. Compensation
      and Benefits.
      For the
      term of this Agreement, Employee will continue to receive the same base salary
      as that to which he was entitled immediately prior to the Effective Date of
      this
      Agreement and will continue to receive the same employee welfare benefits as
      other employees of the Company.

    


    4. Separation
      Benefit.
      Conditioned upon Employee’s satisfactory performance of his duties through the
      Termination Date, as determined by a majority vote of the Company’s Board of
      Directors, and Employee’s execution on the Termination Date of a Release in the
      form as set forth in the attached Exhibit A, the Company will pay to Employee
      a
      Severance Payment in a lump sum amount equal to one (1) month’s base salary at
      his then current salary less normal deductions for withholding, plus unused
      vacation pay. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      Employee satisfies the conditions set forth in this paragraph, the Company
      further agrees it shall immediately pay $5,000 to Employee’s legal counsel for
      Employee’s personal (employment-post employment) legal retainer.  Any
      unused balance will be retained by Employee’s legal counsel or returned to
      Employee.

    


    If
      Employee satisfies the conditions set forth in this paragraph, the Company
      agrees to transfer all ownership and rights of the Company’s Employee’s Key Man
      Life Insurance Policy for Employee, to Employee.

    


    5. Entirety
      and Amendments.
      This
      instrument and the instruments referred to herein embody the entire agreement
      between the parties, supersede all prior agreements and understandings, if
      any,
      relating to the subject matter hereof, and may be amended only by an instrument
      in writing executed by all parties, and supplemented only by documents delivered
      or to be delivered in accordance with the express terms hereof.

    


    6. Successors
      and Assigns.
      This
      Agreement will be binding upon and inure to the benefit of the parties hereto
      and any successors in interest to the Company, but neither this Agreement nor
      any rights hereunder may be assigned by Employee except in the case of the
      death
      of Employee.

    


    7. Governing
      Law and Venue.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Texas applicable to agreements made and to be performed
      entirely in Texas. The obligations and undertakings of each of the parties
      to
      this Agreement shall be performable in Dallas County, Texas, and each party
      agrees that if any action at law or in equity is necessary by the Company or
      Employee to enforce or interpret the terms of this Agreement, venue shall be
      in
      Dallas County, Texas, and the prevailing party in any such action shall be
      entitled to reasonable attorneys’ fees, costs and necessary disbursements in
      addition to any other relief to which it may be entitled.

    


    This
      Agreement is dated and effective as of the Effective Date.

    
 

    CROSSPOINT
      ENERGY COMPANY   

     

    
      
        	 	 	 	 	 
	By:
                	/s/ Daniel
                F. Collins	 	 	/s/ Jeffrey
                A/ Krakos
	 	
                
Daniel
                F. Collins, President	 	 	
                
Jeffrey
                A. Krakos
	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    


    RELEASE

    


    


    In
      consideration of the severance pay provided by CROSSPOINT ENERGY COMPANY (the
      "Company") to Jeffrey A. Krakos ("Employee") upon Employee's execution of this
      Release, Employee releases, discharges, and forever holds the Company, and
      any
      of its parents, predecessors, successors, subsidiaries, affiliates or related
      companies, officers, directors,partners,
      employees, agents and/or
      representatives harmless from any and all claims, demands or suits, whether
      civil or criminal, at law or in equity, known or unknown, fixed or contingent,
      liquidated or unliquidated, arising or existing on or at any time prior to
      the
      execution of this Release. Such released claims include claims relating to
      or
      arising out of (i) Employee’s recruitment, hiring or employment with the
      Company, (ii) Employee’s separation from employment with the Company, and (iii)
      all claims, whether based in contract, tort or alleged violations of any
      statute, known or unknown, that have been asserted, or that could be asserted,
      by Employee against the Company, including but not limited to claims under
      any
      federal, state or local laws such as Title VII of the Civil Rights Act of 1964,
      as amended, the Texas Commission on Human Rights Act, age discrimination claims
      under the Age Discrimination in Employment Act, the Americans with Disabilities
      Act, and the Family Medical Leave Act. 

     

     

    
      	 	 	 	 
	/s/ 	 	 	 
	
              
Jeffrey
              A. Krakos	 	 	
            
	 	 	 	 
	 

              _________________________

              Date:_____________________