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                                                                   EXHIBIT 10.60

                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement dated as of October 11, 2004, is
between Allis-Chalmers Corporation and Theodore F. Pound III. Certain
capitalized terms used herein are defined in Section 1 below.

                                R E C I T A L S:

         A. Company wishes to employ Executive, and Executive desires to accept
employment with Company, by entering into a written agreement to specify the
terms and conditions of Executive's continued employment with Company;

         B. Executive is to be employed as General Counsel, and shall be an
integral member of its management team;

         C. Company considers the maintenance of a sound management team,
including Executive, essential to protecting and enhancing its best interests
and those of its stockholders;

         D. Company recognizes that the possibility of a change in control of
Company may result in the departure or distraction of management to the
detriment of Company and its stockholders; and

         E. Company has determined that appropriate steps should be taken to
obtain and retain the continued attention and dedication of selected members of
Company's management team to their assigned duties without the distraction
arising from the possibility of a change in control of Company.

         NOW, THEREFORE, in consideration of Executive's past and future
employment with Company and other good and valuable consideration, the parties
agree as follows:

         SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
will have the following meanings:

                  (a) AGREEMENT refers to the Executive Employment Agreement
         represented by this document.

                  (b) CAUSE has the meaning ascribed to it in Section 7(a)(ii).

                  (c) CHANGE IN CONTROL means:

                            (i) The acquisition after the date hereof by any
                   individual, entity or group, or a Person (within the meaning
                   of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other
                   than an Excluded Person, of ownership of more than 50% of
                   either: (i) the then outstanding shares of Common Stock
                   ("Outstanding Common Stock"); or (ii) the combined voting
                   power of the then outstanding voting securities of the
                   Company entitled to vote generally in the election of
                   directors ("Outstanding Voting Securities");

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                             (ii) Individuals who, as of the date hereof,
                   constitute the Board of Directors of the Company ("Incumbent
                   Board") cease for any reason to constitute at least a
                   majority of the Board; provided, however, that any individual
                   becoming a director subsequent to the date hereof whose
                   election, or nomination for election by the Company's
                   stockholders, was approved by a vote of at least a majority
                   of the directors then comprising the Incumbent Board shall be
                   considered as though such individual were a member of the
                   Incumbent Board, but excluding, as a member of the Incumbent
                   Board, any such individual whose initial assumption of office
                   occurs as a result of either an actual or threatened election
                   contest (as such terms are used in Rule 14a-11 of Regulation
                   14A promulgated under the Securities Exchange Act of 1934) or
                   other actual or threatened solicitation of proxies or
                   consents by or on behalf of a Person other than the Board;

                            (iii) Approval by the stockholders of the Company of
                   a reorganization, merger or consolidation, in each case,
                   unless, following such reorganization, merger or
                   consolidation, (i) more than 50% of, respectively, the then
                   outstanding shares of common stock of the corporation
                   resulting from such reorganization, merger or consolidation
                   and the combined voting power of the then outstanding voting
                   securities of such corporation entitled to vote generally in
                   the election of directors is then beneficially owned,
                   directly or indirectly, by all or substantially all of the
                   individuals and entities who were the beneficial owners,
                   respectively, of the Outstanding Common Stock and Outstanding
                   Voting Securities immediately prior to such reorganization,
                   merger or consolidation, in substantially the same
                   proportions as their ownership, immediately prior to such
                   reorganization, merger or consolidation of the Outstanding
                   Common Stock and Outstanding Voting Securities, as the case
                   may be, or at least a majority of the members of the board of
                   directors of the corporation resulting from such
                   reorganization, merger or consolidation were members of the
                   Incumbent Board at the time of the execution of the initial
                   agreement providing for such reorganization, merger or
                   consolidation; or

                            (iv) Approval by the stockholders of the Company of
                   (i) a complete liquidation or dissolution of the Company or
                   (ii) the sale or other disposition of all or substantially
                   all of the assets of the Company, other than to a
                   corporation, with respect to which following such sale or
                   other disposition, (1) more than 50% of, respectively, the
                   then outstanding shares of common stock of such corporation
                   and the combined voting power of the then outstanding voting
                   securities of such corporation entitled to vote generally in
                   the election for directors is then beneficially owned,
                   directly or indirectly, by all or substantially all of the
                   individuals and entities who were the beneficial owners,
                   respectively, of the Outstanding Common Stock and Outstanding
                   Voting Securities immediately prior to such sale or other
                   disposition in substantially the same proportion as their

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                   ownership, immediately prior to such sale or other
                   disposition, of the Outstanding Common Stock and Outstanding
                   Voting Securities, as the case may be; or (2) at least a
                   majority of the members of the board of directors of such
                   corporation were members of the Incumbent Board at the time
                   of the execution of the initial agreement or action of the
                   Board providing for such sale or other disposition of assets
                   of the Company.

                  (d) CODE means the Internal Revenue Code of 1986, as amended.

                  (e) COMMENCEMENT DATE has the meaning ascribed to it in
         Section 4.

                  (f) COMPANY means Allis-Chalmers Corporation.

                  (g) CONFIDENTIAL INFORMATION has the meaning ascribed to it in
         Section 9(b).

                  (h) CONSTRUCTIVELY TERMINATED with respect to an Executive's
         employment with Company will be deemed to have occurred if Executive
         terminates his employment within six months following the date on which
         Company:

                           (i) demotes Executive to a lesser position, either in
                  title or responsibility, than the highest position held by
                  Executive with Company at any time during Executive's
                  employment with Company after the date hereof unless the
                  Company reverses such demotion within 30 days after receiving
                  written notice of such demotion from Executive;

                           (ii) decreases Executive's salary below the highest
                  level in effect at any time during Executive's employment with
                  Company or reduces Executive's benefits and perquisites below
                  the highest levels in effect at any time during Executive's
                  employment with Company (other than as a result of any
                  amendment or termination of any Executive or group or other
                  executive benefit plan, which amendment or termination is
                  applicable to all executives of Company or any reduction in
                  benefits that Company cures within 30 days after receiving
                  written notice of such reduction from Executive);

                           (iii) requires Executive to relocate to a principal
                  place of business more than 50 miles from the principal place
                  of business occupied by Company on the date hereof, unless the
                  Company reverses such relocation within 30 days after
                  receiving written notice of Executive's intention to terminate
                  his employment in reliance on this Section;

                           (iv) is subject to a Change In Control, unless
                  Executive accepts employment with a successor to Company; or

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                           (v) breaches any other material term of this
                  Agreement which is not cured by Company within 30 days after
                  receiving notice of such breach from Executive.

                  (i) DESIGNATED INDUSTRY has the meaning ascribed to it in
         Section 10(a)(i)(1).

                  (j) DETERMINATION has the meaning ascribed to such term in
         Section 1313(a) of the Code.

                  (k) DISABILITY with respect to Executive shall be deemed to
         exist if he meets the definition of disability under the terms of the
         Company's current long-term disability policy (or any replacement
         long-term disability policy). Any refusal by Executive to submit to a
         reasonable medical examination to determine whether Executive is so
         disabled shall be deemed conclusively to constitute evidence of
         Executive's disability.

                  (l) EXECUTIVE refers to Theodore F. Pound III.

                  (m) EXCLUDED PERSON means any Person who beneficially owns
         more than 10% of the outstanding shares of the Company's Common Stock
         at any time prior to the date hereof and any person who acquires from
         Energy Spectrum Partners LP shares constituting more than 10% of the
         outstanding shares of the Company's Common Stock on the date of
         acquisition.

                  (n) INCENTIVE PLAN means the Allis-Chalmers Corporation 2003
         Incentive Stock Plan, as amended from time to time.

                  (o) INVENTIONS has the meaning ascribed to it in Section 8(a).

                  (p) SALARY has the meaning ascribed to it in Section 5(a).

                  (q) SEPARATION PAYMENT PERIOD has the meaning ascribed to it
         in Section 7(b)(ii).

                  (r) SEPARATION PAYMENTS has the meaning ascribed to it in
         Section 7(b)(ii).

         SECTION 2. EMPLOYMENT. Company hereby employs Executive, and Executive
hereby accepts employment by Company, upon the terms and subject to the
conditions hereinafter set forth.

         SECTION 3. DUTIES. Executive shall be employed as the General Counsel
of the Company. Executive agrees to devote substantially all of his business
time as is necessary to perform his duties attendant to his executive position
with Company. Executive shall be allowed to engage in other activities as an
investor as well as participate in activities of charitable organizations of his
choice so long as they do not materially interfere with his duties for Company.

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         SECTION 4. TERM. The term of employment of Executive hereunder shall
commence on the date of this Agreement and terminate three years hence.

         SECTION 5. COMPENSATION AND BENEFITS. In consideration for the services
of Executive hereunder, Company shall compensate Executive as follows (except as
set forth herein, Executive acknowledges payment in full of all amounts due to
him for services rendered prior to the date hereof):

                  (a) SALARY. Company shall pay Executive, semi-monthly in
         arrears with its normal payroll procedures, a salary which is
         equivalent to an annual rate of $180,000 (the "Salary"). The Salary may
         not be decreased at any time during the term of Executive's employment
         hereunder and shall be reviewed no less than annually by Company. Any
         increase in the Salary shall be in the sole discretion of the
         Compensation Committee of the Board of Directors of the Company.

                  (b) MANAGEMENT INCENTIVE BONUS. Executive shall be entitled to
         receive a bonus equal to a maximum of 50% of his Salary based upon the
         performance of the duties set forth in Schedule A attached hereto
         (which shall be amended each year in the discretion of the Company).
         Such bonus shall be paid annually within 30 days after the completion
         of the Company's audited financial statements for each year. Executive
         shall also be eligible to receive from Company such annual management
         incentive bonuses as may be provided in management incentive bonus
         plans adopted from time to time by Company.

                  (c) STOCK OPTIONS In addition, the Compensation Committee of
         the Company has approved and recommended that the Board of Directors
         approve the grant to Executive of options to purchase 50,000 shares of
         the Company's Common Stock pursuant to the Incentive Plan. The exercise
         price for the options shall be equal to the fair market value of the
         Company's Common Stock on the date the options are approved by the
         Board of Directors, and the options shall vest and become exercisable
         as follows: one-third (16,666 2/3) shall vest on the date of grant and
         one-third (16,666 2/3) shall vest on each of October 11, 2005 and
         October 11, 2006 (provided Executive is employed by the Company on such
         dates).

                  (d) VACATION. Executive shall be entitled to three (3) weeks
         paid vacation per year. Unless otherwise approved by the Compensation
         Committee of the Board of Directors of the Company, a maximum of ten
         days accrued vacation not taken in any calendar year shall be carried
         forward and may be used in the next subsequent calendar year. Executive
         shall schedule his paid vacation to be taken at times which are
         reasonably and mutually convenient to both Company and Executive.

                  (e) INSURANCE BENEFITS. Company shall provide accident,
         health, dental, disability and life insurance for Executive under the
         group accident, health, dental, disability and life insurance plans as
         may be maintained by Company for its full-time, salaried Executives
         from time to time.

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                  (f) OFFICE SPACE AND EXPENSES. Company shall provide and pay
         the expenses of maintaining an office for Executive during the term of
         this Agreement.

                  (g) ASSISTANT EXPENSES. Company shall assume and pay all
         salary and benefits of an Assistant to Executive.

         SECTION 6. EXPENSES. The parties anticipate that in connection with the
services to be performed by Executive pursuant to the terms of this Agreement,
Executive will be required to make payments for travel, entertainment of
business associates and similar expenses. Company shall reimburse Executive for
all reasonable expenses of types authorized by Company and incurred by Executive
in the performance of his duties hereunder, consistent with past practices.
Executive shall comply with such reporting requirements with respect to expenses
as Company may establish from time to time.

         SECTION 7. TERMINATION.

                  (a) GENERAL. Executive's employment hereunder shall commence
         on the Commencement Date and continue until the end of the term
         specified in Section 4, except that the employment of Executive
         hereunder shall terminate prior to such time in accordance with the
         following:

                           (i) DEATH OR DISABILITY. Upon the death of Executive
                  during the term of his employment hereunder or, at the option
                  of Company, in the event of Executive's Disability, upon 30
                  days' notice to Executive.

                           (ii) FOR CAUSE. For "Cause" immediately upon written
                  notice by Company to Executive. A termination shall be for
                  Cause if:

                                    (1) Executive commits a criminal act
                           involving dishonesty or moral turpitude; or

                                    (2) Executive commits a material breach of
                           any of the covenants, terms and provisions hereof or
                           fails to obey written directions delivered to
                           Executive by the Company's President or Chief
                           Executive Officer which are not inconsistent with
                           Executive's rights under this Agreement.

                           (iii) WITHOUT CAUSE. Without Cause upon notice by the
                  Board of Directors to Executive or upon notice by Executive to
                  the Board if Executive has been Constructively Terminated.

                  (b) SEVERANCE PAY.

                           (i) TERMINATION UPON DEATH OR DISABILITY OR FOR
                  CAUSE. Executive shall not be entitled to any severance pay or
                  other compensation upon termination of his employment pursuant
                  to Section 7(a)(i) or (ii) except for his Salary earned but
                  unpaid as of the date of termination, unpaid expense
                  reimbursements under Section 6 for expenses incurred in
                  accordance with the terms hereof prior to termination, and
                  compensation for accrued, unused vacation as of the date of
                  termination.

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                           (ii) TERMINATION WITHOUT CAUSE. In the event
                  Executive's employment hereunder is terminated pursuant to
                  Section 7(a)(iii), Company shall pay Executive Separation
                  Payments as Executive's sole remedy in connection with such
                  termination. "Separation Payments" are payments made at the
                  semi-monthly rate of Executive's then current salary in effect
                  immediately preceding the date of termination. Separation
                  Payments shall be made for the lesser of one year following
                  termination of employment or the remaining term of this
                  Agreement (the "Separation Payment Period"), and shall be paid
                  by Company in equal semi-monthly payments in arrears or in
                  accordance with its then-current normal payroll procedure,
                  provided that Company's obligation to make Separation Payments
                  shall be reduced by any amounts earned by Executive for
                  services during the Separation Payment Period. Company shall
                  also pay Executive his Salary earned but unpaid as of the date
                  of termination, unpaid expense reimbursements under Section 6
                  for expenses incurred in accordance with the terms hereof
                  prior to termination, and compensation for accrued, unused
                  vacation as of the date of termination.

         SECTION 8. INVENTIONS; ASSIGNMENT.

                  (a) INVENTIONS DEFINED. All rights to discoveries, inventions,
         improvements, designs and innovations (including all data and records
         pertaining thereto) that relate to the business of Company, whether or
         not patentable, copyrightable or reduced to writing, that Executive may
         discover, invent or originate during the term of his employment
         hereunder, and for a period of six months thereafter, either alone or
         with others and whether or not during working hours or by the use of
         the facilities of Company ("Inventions"), shall be the exclusive
         property of Company. Executive shall promptly disclose all Inventions
         to Company, shall execute at the request of Company any assignments or
         other documents Company may deem necessary to protect or perfect its
         rights therein, and shall assist Company, at Company's expense, in
         obtaining, defending and enforcing Company's rights therein. Executive
         hereby appoints Company as his attorney-in-fact to execute on his
         behalf any assignments or other documents deemed necessary by Company
         to protect or perfect its rights to any Inventions.

                  (b) COVENANT TO ASSIGN AND COOPERATE. Without limiting the
         generality of the foregoing, Executive hereby assigns and transfers to
         Company the worldwide right, title and interest of Executive in the
         Inventions. Executive agrees that Company may apply for and receive
         patent rights (including Letters Patent in the United States) for the
         Inventions in Company's name in such countries as may be determined
         solely by Company. Executive shall communicate to Company all facts
         known to Executive relating to the Inventions and shall cooperate with
         Company's reasonable requests in connection with vesting title to the
         Inventions and related patents exclusively in Company and in connection
         with obtaining, maintaining and protecting Company's exclusive patent
         rights in the Inventions.

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                  (c) SUCCESSORS AND ASSIGNS. Executive's obligations under this
         Section 8 shall inure to the benefit of Company and its successors and
         assigns and shall survive the expiration of the term of this Agreement
         for such time as may be necessary to protect the proprietary rights of
         Company in the Inventions.

         SECTION 9. CONFIDENTIAL INFORMATION.

                  (a) ACKNOWLEDGMENT OF PROPRIETARY INTEREST. Executive
         acknowledges the proprietary interest of Company in all Confidential
         Information. Executive agrees that all Confidential Information learned
         by Executive during his employment with Company or otherwise, whether
         developed by Executive alone or in conjunction with others or
         otherwise, is and shall remain the exclusive property of Company.
         Executive further acknowledges and agrees that his disclosure of any
         Confidential Information will result in irreparable injury and damage
         to Company.

                  (b) CONFIDENTIAL INFORMATION DEFINED. "Confidential
         Information" means all confidential and proprietary information of
         Company, including without limitation (i) information derived from
         reports, investigations, experiments, research and work in progress,
         (ii) methods of operation, (iii) market data, (iv) proprietary computer
         programs and codes, (v) drawings, designs, plans and proposals, (vi)
         marketing and sales programs, (vii) client lists, (viii) historical
         financial information and financial projections, (ix) pricing formulae
         and policies, (x) all other concepts, ideas, materials and information
         prepared or performed for or by Company and (xi) all information
         related to the business, products, purchases or sales of Company or any
         of its suppliers and customers, other than information that is publicly
         available.

                  (c) COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION. Company
         is entitled to prevent the disclosure of Confidential Information. As a
         portion of the consideration for the employment of Executive and for
         the compensation being paid to Executive by Company, Executive agrees
         at all times during the term of his employment hereunder and thereafter
         to hold in strict confidence and not to disclose or allow to be
         disclosed to any person, firm or corporation, other than to his
         professional advisors (who have the obligation to maintain the
         confidentiality of such information) and to persons engaged by Company
         to further the business of Company, and not to use except in the
         pursuit of the business of Company, the Confidential Information,
         without the prior written consent of Company.

                  (d) RETURN OF MATERIALS AT TERMINATION. In the event of any
         termination or cessation of his employment with Company for any reason,
         Executive shall promptly deliver to Company all documents, data and
         other information derived from or otherwise pertaining to Confidential
         Information. Executive shall not take or retain any documents or other
         information, or any reproduction or excerpt thereof, containing or
         pertaining to any Confidential Information.

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         SECTION 10. NONCOMPETITION.

                  (a) Until termination of Executive's employment hereunder,
         Executive shall not do any of the following:

                           (i) engage directly or indirectly, alone or as a
                  shareholder, partner, director, officer, Executive of or
                  consultant to any other business organization, in any business
                  activities that:

                                    (1) relate to the oil and gas drilling
                           services industry (the "Designated Industry"); or

                                    (2) were either conducted by Company prior
                           to the termination of Executive's employment
                           hereunder or proposed to be conducted by Company at
                           the time of such termination;

                           (ii) approach any customer or supplier of Company in
                  an attempt to divert it to any competitor of Company in the
                  Designated Industry; or

                           (iii) solicit or encourage any employee or Executive
                  of Company to end his relationship with Company or commence
                  any such relationship with any competitor of Company.

                  (b) Executive's noncompetition obligations hereunder shall not
         preclude Executive from owning less than five percent of the common
         stock of any publicly traded corporation conducting business activities
         in the Designated Industry. If at any time the provisions of this
         Section 10 are determined to be invalid or unenforceable by reason of
         being vague or unreasonable as to area, duration or scope of activity,
         this Section 10 shall be considered divisible and shall be immediately
         amended to only such area, duration and scope of activity as shall be
         determined to be reasonable and enforceable by the court or other body
         having jurisdiction over the matter, and Executive agrees that this
         Section 10 as so amended shall be valid and binding as though any
         invalid or unenforceable provision had not been included herein.

         SECTION 11. GENERAL.

                  (a) NOTICES. All notices and other communications hereunder
         shall be in writing or by written telecommunication, and shall be
         deemed to have been duly given upon delivery if delivered personally or
         via written telecommunication, or five days after mailing if mailed by
         certified mail, return receipt requested or by written
         telecommunication, to the relevant address set forth below, or to such
         other address as the recipient of such notice or communication shall
         have specified to the other party in accordance with this Section
         11(a):

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        If to Company, to:                 with a copy to:

        Allis-Chalmers Corporation         Joseph P. Bartlett
        7660 Woodway, Suite 200            Greenberg Glusker Fields Claman
        Houston, Texas  77063                Machtinger & Kinsella LLP
                                           1900 Avenue of the Stars, 21st Floor
                                           Los Angeles, CA  90067

         If to Executive, to the last address for Executive appearing on the
         Company's records

                  (b) WITHHOLDING. All payments required to be made to Executive
         by Company under this Agreement shall be subject to the withholding of
         such amounts, if any, relating to federal, state and local taxes as may
         be required by law.

                  (c) EQUITABLE REMEDIES. Each of the parties hereto
         acknowledges and agrees that upon any breach by Executive or Company of
         his or its obligations hereunder, Company and Executive shall have no
         adequate remedy at law and accordingly shall be entitled to specific
         performance and other appropriate injunctive and equitable relief.

                  (d) SEVERABILITY. If any provision of this Agreement is held
         to be illegal, invalid or unenforceable, such provision shall be fully
         severable, and this Agreement shall be construed and enforced as if
         such illegal, invalid or unenforceable provision never comprised a part
         hereof, and the remaining provisions hereof shall remain in full force
         and effect and shall not be affected by the illegal, invalid or
         unenforceable provision or by its severance herefrom. Furthermore, in
         lieu of such illegal, invalid or unenforceable provision, there shall
         be added automatically as part of this Agreement a provision as similar
         in its terms to such illegal, invalid or unenforceable provision as may
         be possible and be legal, valid and enforceable.

                  (e) WAIVERS. No delay or omission by either party in
         exercising any right, power or privilege hereunder shall impair such
         right, power or privilege, nor shall any single or partial exercise of
         any such right, power or privilege preclude any further exercise
         thereof or the exercise of any other right, power or privilege.

                  (f) COUNTERPARTS. This Agreement may be executed in multiple
         counterparts, each of which shall be deemed an original, and all of
         which together shall constitute one and the same instrument.

                  (g) CAPTIONS. The captions in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         any of the terms or provisions hereof.

                  (h) REFERENCE TO AGREEMENT. Use of the words "herein,"
         "hereof," "hereto," "hereunder" and the like in this Agreement refer to
         this Agreement only as a whole and not to any particular section or
         subsection of this Agreement, unless otherwise noted.

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                  (i) BINDING AGREEMENT. This Agreement shall be binding upon
         and inure to the benefit of the parties and shall be enforceable by the
         personal representatives and heirs of Executive and the successors and
         assigns of Company. This Agreement may be assigned by the Company or
         any Company to any Company or, subject to Section 7(b)(iii), to any
         successor to all or substantially all of the Company's business as a
         result of a merger, consolidation, sale of stock or assets, or similar
         transaction; provided that in the event of any such assignment, the
         Company shall remain liable for all of its obligations hereunder and
         shall be liable for all obligations of all such assignees hereunder. If
         Executive dies while any amounts would still be payable to him
         hereunder, such amounts shall be paid to Executive's estate. This
         Agreement is not otherwise assignable by Executive.

                  (j) ENTIRE AGREEMENT. This Agreement contains the entire
         understanding of the parties, supersedes all prior agreements and
         understandings relating to the subject matter hereof and may not be
         amended except by a written instrument hereafter signed by each of the
         parties hereto.

                  (k) GOVERNING LAW. This Agreement and the performance hereof
         shall be construed and governed in accordance with the laws of the
         State of Texas, without regard to its choice of law principles.

                  (l) GENDER AND NUMBER. The masculine gender shall be deemed to
         denote the feminine or neuter genders, the singular to denote the
         plural, and the plural to denote the singular, where the context so
         permits.

         EXECUTED as of the date and year first above written.

                                            Allis-Chalmers Corporation


                                        By /S/ Munawar H. Hidayatallah
                                           ------------------------------
                                             Munawar H. Hidayatallah, Chief
                                             Executive Officer


                                             EXECUTIVE

                                             /S/ Theodore F. Pound III
                                             ----------------------------
                                             Theodore F. Pound III

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                                   SCHEDULE A


                                     DUTIES

1.       Documentation for acquisitions.

2.       Play an important role in the due diligence process for acquisitions.

3.       Assume the role of Corporate Secretary and handle the Board minutes.

4.       Prepare SEC disclosure documents, with the assistance of outside
         counsel as necessary.

5.       Assist in the review of press releases.

6.       Reduce outside counsel fees for the above to less than $50,000 per
         year.

7.       Work with our CFO in implementing necessary corporate governance and
         internal control measures.

8.       Respond to and handle outside claims or litigation, with the assistance
         of outside counsel as necessary.

9.       Handle all routine contractual arrangements and agreements.

10.      Review bank agreements.

11.      Assist in assembling and reviewing personnel and corporate policies.