EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”),
      is
      effective as of October 1, 2007 (the “Effective
      Date”),
      by and
      between Samson Oil and Gas USA, Inc., a Colorado corporation (“Company”),
      and
      Robert Gardner (“Employee”).

     

    Recitals

     

    Company
      desires to retain the personal services of Employee as Vice
      President-Engineering of Company and of Company’s parent, Samson Oil and Gas
      Limited (“Parent”) and Employee is willing to make his services available to
      Company and Parent, on the terms and conditions hereinafter set
      forth;

     

    Agreement

     

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

     

    1.
      Employment.

     

    1.1 Employment
      and Term.
      Company
      hereby agrees to employ Employee and Employee hereby agrees to serve Company,
      on
      the terms and conditions set forth herein, for the period commencing on the
      Effective Date and continuing through September 30, 2010, unless sooner
      terminated in accordance with the terms and conditions hereof (the “Term”).
      The
      Term will be extended for additional (2) year period ending September 30, 2012
      unless either party gives written notice on or before August 31, 2010, of the
      party’s decision not to so extend. 

     

    1.2 Duties
      of Employee.
      Employee shall serve as the Vice President-Engineering of Company and Parent,
      and in such capacity shall provide Company and Parent with (a) expert petroleum
      reserve engineering services, (b) advisory and managerial services with respect
      to the petroleum production and acquisition activities of the Company and
      Parent, (c) internal reserve estimates, capital budgets, bank presentations
      and
      development plans for current and prospective petroleum properties, (d)
      supervision of annual reserve reports by outside parties, and (e) such other
      related additional services as are customarily provided by professional
      petroleum engineers (the “Services”).
      Employee shall report to the Chief Executive Officer and Managing Director
      of
      Company and Parent (the “CEO”). Employee shall also have such other powers and
      duties as the CEO may from time to time delegate to him provided that such
      duties are consistent with his position. Employee shall devote substantially
      all
      his working time and attention to the business and affairs of Company and Parent
      (excluding any vacation and sick leave to which Employee is entitled), render
      such services to the best of his ability, and use his best efforts to promote
      the interests of Company and Parent. So long as such activities do not interfere
      with the performance of Employee’s responsibilities as an employee of Company in
      accordance with this Agreement, it shall not be a violation of this Agreement
      for Employee to (i) serve on corporate, civic or charitable boards or
      committees, (ii) deliver lectures or fulfill speaking engagements; (iii) manage
      personal investments
      including oil and gas royalties and other property;
      or (iv)
      participate in continuing education seminars or similar activities relevant
      to
      his duties and responsibilities for the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3 Place
      of Performance. In connection with his employment by Company, Employee shall
      be based at Company’s offices at
      1726
      Cole Blvd., Suite 210 Lakewood,
      Colorado
      80401 or
      another mutually agreed location, except for travel necessary in connection
      with
      Company’s business.

     

    2. Compensation.

     

    2.1 Base
      Salary.
      Employee shall receive a base salary in an amount set by the Board from time
      to
      time throughout the Term (the “Base
      Salary”)
      during
      the Term, payable in installments consistent with Company’s normal payroll
      schedule, subject to applicable withholding and other taxes. As of the Effective
      Date, Employee’s Base Salary is U.S.$210,000. Employee’s Base Salary may be
      increased, but shall not be decreased without Employee’s written
      consent.

     

    2.2 Incentive
      Compensation. Employee shall be entitled to aan
      annual
      bonus
payment
      of
      between U.S $35,000 and U.S $50,000 as may be determined by
      the
      CEO in his discretion. This
      annual payment will be remitted to the Employee by each June 30 for the prior
      year even if the term of this contract has ended.

     

    2.3 Overriding
      Royalty
      Interest.  Company
      will pay Employee an
      Overriding Royalty Interest equal to 1% of all oil, gas and related hydrocarbons
      produced, saved and marketed from
      properties which are, during the term of this Agreement, recommended
      for acquisition by Employee and successfully acquired by Company (“Royalty
      Properties”)
      either
      by lease or in fee. Payment
      of the Overriding
      Royalty
Interest
      to
      Employee shall continue only so long as the
      Company or
      its
      Parent
      holds the properties,;
      provided, however, that the
      Employee shall receive 1% of any
      cash
      proceeds from the sale, lease,
      or other
      disposition of the Royalty Properties and,
      in
      such event, the Employee shall reassign the portion of the Overriding Royalty
      Interest attributable to the sold, leased or disposed of property; provided
      further that if the Royalty Properties are disposed of by a trade for other
      property, the Overriding Royalty Interest shall be assigned to Employee with
      respect to such traded property. The Overriding Royalty Interest shall be
      assigned to the Employee in the form attached as Exhibit A.

     

    2.4
       Stock
      Options.  
      Parent
      will grant Employee options to purchase 2,000,000 shares of its stock at an
      exercise price of AUS$0.30
      Employee’s
      options will be fully vested as of the Effective Date and will remain
      exercisable until ninety (90) days after termination of Employee’s employment.


     

    2.5 Relocation
      Expense.  If
      Company’s offices to which Employee is assigned are relocated outside of the
      Denver, Colorado metropolitan area and Employee remains employed by Company
      pursuant to this Agreement, then Company shall pay all reasonable relocation
      expenses incurred by Employee in relocating to Company’s new location.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.6 Paid
      Holidays. Employee shall be provided 11 paid Holiday during the calendar
      year to include: New Year’s Day, President’s Day, Good Friday, Memorial Day,
      4th
      of July,
      Labor Day, Thanksgiving, Friday Following Thankskgiving, Anzac Day, Christmas
      Eve Day, Christmas Day. In the specific cases where New Year’s Day, Christmas
      Eve Day, and Christmas Day fall on a weekend, the closest most reasonable week
      days will be awarded as holidays.

     

    2.7 Paid
      Vacation. Employee shall be provided a maximum of 4 weeks (20 days) paid
      vacation per calendar year. Upon termination of employment - voluntary or
      involuntary - Employee shall receive payment for the balance of unused vacation
      based on the daily rate of Employee’s current base salary multiplied by the
      number of unused vacation days in the current annual period. Specifically,
      daily
      rate shall be defined as current base salary divided by number of work days
      in
      the current calendar year.

     

    3. Expense
      Reimbursement and Other Benefits.

     

    3.1 Expense
      Reimbursement.
      During
      the Term, Company shall reimburse Employee for all documented reasonable
      expenses actually paid or incurred by Employee in the course of and pursuant
      to
      the business of Company, subject to and in accordance with the expense
      reimbursement policies and procedures in effect for Company’s employees from
      time to time. 

     

    3.2 Other
      Benefits.
      During
      the Term, Company shall make available to Employee such benefits and perquisites
      as are generally provided by Company to its senior management (subject to
      eligibility), including but not limited to vacation and sick leave, U.S.
      immigration and visa support, participation in any group life, medical, health,
      dental, disability or accident insurance, pension plan, 401(k) savings and
      investment plan, profit-sharing plan, employee stock purchase plan, incentive
      compensation plan or other such benefit plan or policy, if any, which may
      presently be in effect or which may hereafter be adopted by Company for the
      benefit of its senior management or its employees generally, in each case
      subject to and on a basis consistent with the terms, conditions and overall
      administration of such plan or arrangement. 

     

    3.3 Automobile.
      Employee shall be entitled to the use of a motor vehicle chosen by Employee,
      subject to a maximum capital cost of $25,000, including lease payments,
      insurance, maintenance and fuel expenses, subject to Company’s general policies.


     

    4. Termination.

     

    4.1 Termination
      for Cause.
      Notwithstanding anything contained to the contrary in this Agreement, this
      Agreement and Employee’s employment hereunder may be terminated by Company for
      Cause. As used in this Agreement, “Cause”
shall
      mean (i) subject to the following sentences, any action or omission of Employee
      which constitutes (A) a breach of any of the provisions of Section 6 of this
      Agreement, (B) a breach by Employee of his fiduciary duties and obligations
      to
      Company, or (C) Employee’s failure or refusal to follow any lawful directive of
      the Board, in the
      case
      of (A),
      (B) or (C)
      which
      act or omission is not cured (if capable of being cured) within ten (10) days
      after written notice of same from Company to Employee, or (ii) conduct
      constituting fraud, embezzlement, misappropriation or gross dishonesty by
      Employee in connection with the performance of his duties under this Agreement,
      or a conviction of Employee of, a felony (other than a traffic violation) or,
      if
      it shall damage or bring into disrepute the business, reputation or goodwill
      of
      Company or impair Employee's ability to perform his duties with Company, any
      crime involving moral turpitude. Employee shall be given a written notice of
      termination for Cause specifying the details thereof. Upon any termination
      pursuant to this Section 4.1, Employee shall only be entitled to his Base Salary
      as then in effect through the date of termination, reimbursement of expenses
      incurred prior to the date of termination in accordance with Section 3.1 hereof
      and, and any other compensation and benefits payable in accordance with Section
      3.2 hereof. Upon making such payments, notwithstanding any other provision
      of
      this Agreement, Company shall have no further liability to Employee and Employee
      shall have no further rights or benefits hereunder.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.2 Disability.
      Notwithstanding anything contained in this Agreement to the contrary, Company,
      by written notice to Employee, shall at all times have the right to terminate
      this Agreement and Employee’s employment hereunder if Employee shall, as the
      result of mental or physical incapacity, illness or disability, fail or be
      unable to perform his duties and responsibilities provided for herein in all
      material respects for a period of more than sixty (60) consecutive days in
      any
      12-month period. Upon any termination pursuant to this Section 4.2, (i) within
      thirty (30) days after the date of termination, Company shall pay Employee
      any
      unpaid amounts of his Base Salary accrued prior to the date of termination
      and
      shall reimburse Employee for all expenses described in Section 3.1 of this
      Agreement and incurred prior to the date of termination, and (ii) in lieu of
      any
      further Base Salary
      plus the
      Employee’s minimum bonus for the year of U.S.$35,000,
      incentive compensation or other benefits or payments to Employee for periods
      subsequent to the date of termination Company shall pay to Employee the
      Severance Payments and Severance Benefits specified in Section 5.1. Upon making
      such payments and providing such benefits, Company shall have no further
      liability hereunder; provided,
      however, that
      Employee shall be entitled to receive any amounts then payable pursuant to
      any
      employee benefit plan, life insurance policy or other plan, program or policy
      then maintained or provided by Company to Employee in accordance with Section
      3.2 hereof and under the terms thereof.

     

    4.3 Death.
      In the
      event of the death of Employee during the term of his employment hereunder,
      this
      Agreement shall terminate on the date of Employee’s death. Upon any such
      termination, (i) within thirty (30) days after the date of termination, Company
      shall pay to the estate of Employee any unpaid amounts of his Base Salary
      accrued prior to the date of termination and reimbursement for all expenses
      described in Section 3.1 of this Agreement and incurred by Employee prior to
      his
      death, and (ii) in lieu of any further Base Salary
      plus the
      Employee’s minimum bonus for the year of U.S.$35,000 ,
      incentive compensation or other benefits or payments to the estate of Employee
      for periods subsequent to the date of termination Company shall pay to the
      estate of Employee the Severance Payments specified in Section 5.1. Upon making
      such payments, Company shall have no further liability hereunder; provided,
      that
      Employee’s spouse, beneficiaries or estate, as the case may be, shall be
      entitled to receive any amounts then payable pursuant to any employee benefit
      plan, life insurance policy or other plan, program or policy then maintained
      or
      provided by Company to Employee in accordance with Section 3.2 hereof and under
      the terms thereof. Nothing herein is intended to give Employee’s spouse,
      beneficiaries or estate any rights to or interest in any key man life insurance
      policy on Employee maintained by Company for the benefit of Company.


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.4  Termination
      Without Cause.
      At any
      time Company shall have the right to terminate this Agreement and Employee’s
      employment hereunder by written notice to Employee. Upon any termination
      pursuant to this Section 4.4,
      Company
      shall pay Employee any unpaid amounts of his Base Salary accrued prior to the
      date of termination
      plus the
      Employee’s minimum bonus for the year of U.S $35,000,
      and
      shall
      reimburse Employee for all expenses described in Section 3.1 of this Agreement
      and incurred prior to the date of termination, provided, however, that if
      Company provided Employee with less than ninety (90) days prior written notice
      of the date of such termination, then in addition to his Base Salary and
      benefits through the date of such termination, Company shall also pay Employee,
      on the date of such termination, an amount equal to his Base Salary for the
      difference between the required ninety (90) days notice and the actual notice
      given by Company, subject to all appropriate withholdings and deductions.


     

    4.5 Voluntary
      Resignation.
      Employee may, upon not less than ninety (90) days prior written notice to
      Company, resign and terminate his employment hereunder. In the event Employee
      resigns as an employee of Company, he shall be entitled to receive only such
      payment(s) as he would have received had he been terminated pursuant to Section
      4.1 hereof. Employee shall not under any circumstances give Company less than
      ninety (90) days prior written notice of his resignation date. 

     

    4.6 Resignation
      for Good Reason.
      Employee may, by written notice to Company during the Term, elect to terminate
      his employment on the basis of “good reason” if there is (a) a material change
      of the principal location in which Employee is required to perform his duties
      hereunder without Employee’s prior consent (it being agreed that any location
      within the metropolitan
      area
      of
      Denver,
      Colorado
      shall
      not be deemed a material change); or (b) a material reduction in (or a failure
      to pay or provide a material portion of) Employee’s Base Salary and
      a pro
      rata portion of the Employee’s minimum bonus or
      other
      benefits payable under this Agreement.
      The
      minimum bonus shall be multiplied by a fraction, the numerator to which shall
      be
      the number of days for which the Employee is paid for the year and the
      denominator of which shall be 365.
      Any such
      notice of termination by Employee for “good reason” shall specify the
      circumstances constituting “good reason” and shall afford Company an opportunity
      to cure such circumstances at any time within the thirty (30) day period
      following the date of such notice. If Company does cure such circumstances
      within said thirty (30) day period, the notice of termination shall be withdrawn
      by Employee and of no further force and effect. If the circumstances cited
      in
      Employee’s notice qualify as “good reason” hereunder and are not cured within
      the thirty (30) days after the notice, this Agreement shall be terminated ninety
      (90) days after Employee’s original written notice and such termination shall be
      treated in all respects as if it had been a termination without cause under
      Section 4.4 of this Agreement. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5. Restrictive
      Covenants.

     

    5.1
      Nondisclosure.
      

     

    (a) Employee
      acknowledges that as part of the terms of his employment by Company, he will
      have access to and/or may develop or assemble confidential information owned
      by
      or related to Company, its customers or its business partners or Parent. Such
      confidential information (whether or not reduced to writing) shall include
      without limitation, plans,
      designs,
      data, production reports, reserve estimates, acquisition plans, properties
      being
      evaluated for acquisition,
      marketing and development plans, business plans, strategies, methods of
      operation processes, know-how, research and development projects, manuals,
      techniques, software and hardware, customer lists and information, contracts,
      marketing strategies and literature, agency relationships and terms, financial
      information, pricing and compensation structures, business relations and
      negotiations, employee lists, vendors and suppliers, and any other information
      designated in
      writing as
      “confidential” by Company or Parent (collectively, “Confidential
      Information”)
      and
      delivered to the Employee as soon as reasonably possible (but no more than
      90
      days) after such Confidential Information is first developed or within 30 days
      after the Employee’s commencement of employment if the Confidential Information
      was developed prior to the commencement of the Employee’s employment with the
      Company. Confidential Information shall not include (i) information which is
      now
      or hereafter becomes generally available to the public other than as a result
      of
      a disclosure by the Employee, (ii) information which was available to the
      Employee prior to its disclosure to the Employee by the Company, and (iii)
      information which becomes available to the Employee from a source other than
      the
      Company.
      Employee shall retain all Confidential Information in confidence in perpetuity,
      and shall not use or disclose Confidential Information for any purpose other
      than to the extent necessary to perform his duties as an employee of Company.
      This duty of confidentiality shall continue indefinitely notwithstanding any
      termination of Employee’s employment. 

     

    (b) Employee
      agrees to (i) return to Company upon request, and in any event, at the time
      of
      termination of employment for whatever reason, all documents, equipment, notes,
      records, computer disks and tapes and other tangible items in his possession
      or
      under his control which belong to Company or any of its affiliates or which
      contain or refer to any Confidential Information relating to Company or any
      of
      its affiliates and (ii) if so requested by Company, delete all Confidential
      Information relating to Company or any of its affiliates from any computer
      disks, tapes or other re-usable material in his possession or under his control
      which contain or refer to any Confidential Information relating to Company
      or
      any of its affiliates.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) In
      the
      event that the Employee receives a request or is required by applicable law
      to
      disclose all or any part of the Confidential Information to a court or other
      tribunal, the Employee will immediately notify the Company of the request,
      consult with the Company, and assist the Company if the Employee is requested
      by
      the Company to do so, in seeking a protective order or request for other
      appropriate remedy. In the event that such protective order or remedy is not
      obtained or that the Company waives compliance with the terms hereof, the
      Employee may disclose only that portion of the Confidential Information which,
      in the written opinion of their respective outside counsel, is legally required
      to be disclosed, and the Employee will exercise his best efforts to assure
      that
      confidential treatment will be accorded the Confidential Information by the
      parties receiving it. The Company shall be provided an opportunity by the
      Employee to review the Confidential Information disclosed in such manner by
      the
      Employee.

     

    5.2 Non-solicitation.
      During
      the Term and the for a period of one (1) year thereafter, (the “Severance
      Period”), Employee (a) shall not solicit the business of any person, company or
      firm which is a former, current, or prospective customer, supplier, business
      associate, investor or business partner of Company or Parent (an “Associate”)
      for the benefit of anyone other than the Company or Parent if the business
      solicited is of a type offered by Company or Parent during the Term, (b) shall
      not solicit or encourage any Associate to modify, diminish or eliminate its
      business relationship with Company or Parent or take any other action with
      respect to An Associate that could be detrimental to the interests of Company
      or
      Parent, and (c) shall not solicit for employment or for any other comparable
      service, such as consulting services, and shall not hire or engage as a
      consultant any employee employed
      or engaged by Company or Parent at any time during the Term. Employee
      acknowledges that violation of this covenant constitutes a misappropriation
      of
      Company’s or Parent’s trade secrets in violation of his duty of confidentiality
      owed to Company. 

     

    5.3 Non-competition.
      

     

    (a) While
      employed by the Company,
      sole and
      absolute discretion), Employee shall not, directly or indirectly, engage in,
      operate, manage, have any investment or interest or otherwise participate in
      any
      manner (whether as employee, officer, director, partner, agent, security holder,
      creditor, consultant or otherwise) in any sole proprietorship, partnership,
      corporation or business or any other person or entity (each, a “Competitor”)
      that
      engages directly or indirectly, in a Competing Business; provided,
      that
      Employee may hold or acquire, solely as an investment, shares of capital stock
      or other equity securities of any Competitor, so long as the securities are
      publicly traded and Employee does not control, acquire a controlling interest
      in, or become a member of a group which exercises direct or indirect control
      of,
      more than five percent (5%) of any class of equity securities of such Competitor
      and may hold interest in oil and gas properties so long as such holdings are
      fully disclosed to the Company. For purposes of this Agreement, the term
“Competing
      Business”
means
      any business that is engaged in a business similar to or competitive with the
      business of the Company, including any business directly or indirectly engaged
      in exploration, development, production or management of oil or gas
      properties.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) While
      employed by the Company,
      Employee shall not, directly or indirectly, own, manage, operate, finance,
      join,
      control or participate in the ownership, management, operation, financing or
      control of, or be connected as an officer, consultant, partner, principal,
      agent, representative, employee or otherwise, with any person or business that
      acquires or seeks to acquire oil or gas properties that were known to the
      Company and under active consideration for acquisition or participation by
      the
      Company and
      disclosed in writing to the Employee during
      the term of this Agreement, provided, however, that Employee may, after full,
      written
      disclosure to the Company, purchase, participate in or otherwise acquire such
      properties that have been or are, after the receipt of such notice, declined
      by
      the Company. 

     

    5.4 Non-disparagement.
      During
      the Term and the Severance Period, Employee will not distribute, cause a
      distribution of, or make any oral or written statement, which directly or by
      implication tarnishes, creates a negative impression of, or puts Company, its
      reputation and goodwill in a bad light, or disparages Company or Parent in
      any
      other way, including but not limited to: (a) the working conditions or
      employment practices of Company or Parent; (b) Company’s oil and gas properties,
      including unproved or proved undeveloped properties; or (c) Company’s directors,
      officers and personnel. It will not be a violation of this section for Employee
      to make truthful statements, under oath, as required by law or formal legal
      process. 

     

    5.5 Intellectual
      Property Rights.
      Employee understands that as part of his Employment he may alone or together
      with others create, compile, or discover computer software, designs, literature,
      ideas, trade secrets, know-how, commercial information (including information
      concerning oil and gas properties, such as geological, engineering, seismic,
      geophysical, or other technical information relating to such properties), or
      any
      other valuable invention or copyrightable work (collectively, “Intellectual
      Property”).
      Employee acknowledges that Company shall own all right, title, and interest
      in
      all Intellectual Property created by
      him
      in
      whole or
      in part in the course of his employment by Company. Employee hereby assigns
      to
      Company all right, title, and interest in the copyrights or patents embodied
      in
      or represented by such Intellectual Property, including all rights of renewal
      and termination, and to any and all other intellectual property rights,
      including without limitation, trademarks, trade secrets, and know-how embodied
      in Intellectual Property or in any other idea or invention developed in whole
      or
      in part by Employee in the course of his Employment
      to the
      extent designated by the Company in writing and delivered to the Employee as
      soon as reasonably possible (but no more than 90 days) after development or
      acquisition of such Intellectual Property or within 30 days after the Employee’s
      commencement of employment, if the Intellectual Property was developed or
      acquired prior to the commencement of the Employee’s employment with the
      Company..
      Employee further
      agrees
      to take all actions and to execute all documents necessary in order to perfect
      and to vest such intellectual property rights in Company. 

     

    5.6 Injunction.
      It is
      recognized and hereby acknowledged by the parties hereto that a breach by
      Employee of any of the covenants contained in Section 6 of this Agreement will
      cause irreparable harm and damage to Company, the monetary amount of which
      may
      be virtually impossible to ascertain. As a result, Employee recognizes and
      hereby acknowledges that Company shall be entitled to an injunction from any
      court of competent jurisdiction enjoining and restraining any violation of
      any
      or all of the covenants contained in Section 6 of this Agreement by Employee
      or
      any of his affiliates, associates, partners or agents, either directly or
      indirectly, and that such right to injunction shall be cumulative and in
      addition to whatever other remedies Company may possess.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6. Entire
      Agreement; No Conflicts With Existing Arrangements.
      No
      agreements or representations, oral or otherwise, express or implied, with
      respect to the subject matter hereof have been made by either party which are
      not set forth expressly in this Agreement and this Agreement contains the entire
      agreement, and supersedes any other agreement or understanding, between Company
      and Employee relating to Employee’s employment and any compensation or benefits
      in respect thereof. Employee represents and warrants to Company that he has
      reviewed any existing employment or non-competition covenants with his prior
      employer, and that his employment by Company hereunder does not and will not
      conflict with or constitute a breach or default under any of the terms or
      provisions thereof.

     

    7. Notices:
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and will be either hand delivered in person, sent by
      facsimile, sent by certified or registered first class mail, postage pre-paid,
      or sent by nationally recognized express courier service. Such notices and
      other
      communications will be effective upon receipt if hand delivered or sent by
      facsimile, five (5) days after mailing if sent by mail, and one (l) day after
      dispatch if sent by express courier, to the following addresses, or such other
      addresses as any party may notify the other parties in accordance with this
      Section:

     

    If
      to
      Company:

     

    Suite
      210

    1726
      Cole
      Blvd

    Lakewood
      CO 80401

    Attention:
      Terence Barr

    Facsimile:
      (303) 295-1961

    


    If
      to
      Employee:

     

    Robert
      Gardner

    32974
      Geneva Lane

    Evergreen,
      Colorado 80439

    Facsimile:
      303
      670
      6784

    


    8. Successors
      and Assigns.

     

    (a) This
      Agreement is personal to Employee and without the prior written consent of
      Company shall not be assignable by Employee otherwise than by will or the laws
      of descent and distribution. This Agreement shall inure to the benefit of and
      be
      enforceable by Employee’s legal representatives.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) This
      Agreement shall inure to the benefit of and be binding upon Company and its
      successors and assigns.

     

    (c) Company
      will require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of Company to expressly assume and agree to perform this Agreement in
      the
      same manner and to the same extent that Company would be required to perform
      it
      if no such succession had taken place. As used in this Agreement, “Company”
shall
      mean Company and any successor to its business and/or assets which assumes
      and
      agrees to perform this Agreement by operation of law or otherwise.

     

    
      	10.	
              Severability.
                The invalidity of any portion of this Agreement shall not affect
                the
                enforceability of the remaining portions of this Agreement. If any
                provision of this Agreement shall be declared invalid, this Agreement
                shall be construed as if such invalid word or words, phrase or phrases,
                sentence or sentences, clause or clauses, or section or sections
                had not
                been inserted. If such invalidity is caused by length of time or
                size of
                area, or both, the otherwise invalid provision will be considered
                to be
                reduced to a period or area which would cure such
                invalidity.

            


    

     

    
      	11.	
              Waivers.
                The waiver by either party hereto of a breach or violation of any
                term or
                provision of this Agreement shall not operate nor be construed as
                a waiver
                of any subsequent breach or
                violation.

            


    

     

    
      	13.	
              No
                Third Party Beneficiary.
                Nothing expressed or implied in this Agreement is intended, or shall
                be
                construed, to confer upon or give any person (other than the parties
                hereto and, in the case of Employee, his heirs, personal representative(s)
                and/or legal representative) any rights or remedies under or by reason
                of
                this Agreement.

            


    

     

    
      	14.	
              Governing
                Law.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of Colorado, without regard to principles of conflict
                of
                laws
                and the venue for any dispute shall be in Denver, Colorado.

            


    

     

    
      	15.	
              Survival.
                Employee’s obligations under Section 6 hereof shall not terminate upon the
                termination of employment or the termination of this Agreement but
                shall
                continue in accordance with their terms set forth herein.
                

            


    

     

    
      	16.	
              Counterparts
                and Facsimile Signatures.
                This Agreement may be executed in one or more counterparts and by
                the
                separate parties hereto in separate counterparts, each of which shall
                be
                deemed an original, but all of which together shall constitute one
                and the
                same document. Telecopies or other electronic facsimiles of original
                signatures shall be deemed to be the same as original signatures
                for all
                purposes. 

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the
      Effective Date.

     

    
      	 	 	 
	 	
              COMPANY:

              


              SAMSON
                OIL AND GAS USA, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Terry Barr
	 	
              
Terry
              Barr, CEO & Managing
              Director


    

     

    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	By:  	/s/ Robert A. Gardner
	 	
              
Robert
              A.
              Gardner


    

    
       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    


    ASSIGNMENT
      OF OVERRIDING ROYALTY INTEREST

     

    THIS
      ASSIGNMENT OF OVERRIDING ROYALTY INTEREST
      (“Assignment”), dated effective __________ at 7:00 a.m. Mountain time (the
“Effective Time”), is from Samson
      Oil and Gas USA, Inc.,
      1726
      Cole Boulevard, Suite 210, Lakewood, Colorado 80401 (“Assignor”) to Robert
      Gardner,
      32974
      Geneva Lane Evergreen Coloardo, 80439 (“Assignee”).

     

    For
      $100.00 and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, Assignor hereby sells, assigns, transfers,
      grants, bargains and conveys to Assignee an overriding royalty interest (“ORI”)
      equal to 1% of 8/8ths in the leases described in Exhibit A attached hereto
      and
      incorporated by reference (“Leases”); provided that, if any Lease covers less
      than the entire mineral estate in the lands covered by such Lease, then the
      ORI
      with respect to such Lease shall be reduced in the same proportion that the
      portion of the mineral estate covered thereby bears to the entire mineral
      estate. The ORI shall be calculated and paid in the same manner as the
      landowner’s royalty in each Lease on which the ORI burden is calculated and
      paid, and as part of that calculation, the ORI shall bear the same costs and
      expenses that are borne by the landowner’s royalty pursuant to the terms of each
      applicable Lease.

     

    This
      Assignment and the ORI so assigned are made subject to the following terms
      and
      conditions:

     

    A. This
      Assignment is being made pursuant to the terms of the Leases and any assignments
      under which the Leases may have been acquired by Assignor. All capitalized
      terms
      used but not otherwise defined herein shall have the respective meanings
      ascribed to them in the Leases. If there is a conflict between the terms of
      this
      Assignment and the terms of the Leases and any assignments under which the
      Leases may have been acquired, the terms of the Leases and any assignments
      under
      with the Leases may have been acquired shall control in all respects. The
      Assignor and Assignee intend that the terms of the Leases remain separate and
      distinct from and not merge into the terms of this Assignment.

     

    B. This
      Assignment binds and inures to the benefit of Assignor and Assignee and their
      respective successors and assigns, and this ORI and all other terms and
      conditions of this Assignment shall apply to any and all extension, renewal
      and
      substitute leases obtained by Assignor, its successors or assigns on the Leases
      described herein.

     

    C. The
      ORI
      conveyed herein shall burden any extensions, renewals, substitutions or new
      Lease taken by Assignor or its successors within one (1) year after expiration
      of Leases described on Exhibit A.

     

    D. It
      is
      understood and agreed that Assignor shall have the right to pool the oil and
      gas
      Leases and lands covered hereby, or any portion thereof, with other lands and
      leases into voluntary units, or into units as established by any governmental
      authority having jurisdiction, and if the Leases, and the lands covered thereby,
      or any part thereof are pooled accordingly, then the ORI herein conveyed shall
      be reduced in the same proportion that the acreage burdened by the ORI bears
      to
      all the acreage included in any pooled unit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    E. This
      Assignment is made pursuant to the terms and conditions of that certain
      Employment Agreement between the parties dated effective as of October 1, 2007
      and, in particular, to the Reassignment Provisions contained in Paragraph 2.3
      of
      said Agreement in the event of sale or trade of the Leases which are the subject
      of this Assignment. 

     

    F. This
      Assignment of Overriding Royalty Interest is made without warranty of title,
      express or implied, except as to parties claiming by, through or under Assignor,
      but not otherwise.

     

    EXECUTED
      on the dates contained in the acknowledgements of this Assignment, to be
      effective for all purposes as of the Effective Time.

     

     

    ASSIGNOR:

     

    SAMSON
      OIL AND GAS USA, INC.

     

    By:
      /s/ Terry
      Barr                                         


     

     

    ASSIGNEE:

     

    ROBERT
      A. GARDNER

     

    By:
      /s/ Robert A.
      Gardner