Exhibit 10.2**CHANGE IN CONTROL AGREEMENT**     AGREEMENT by and between Infinity Energy Resources, Inc., a Delaware corporation (the“Company”), with offices at 950 Seventeenth Street, Suite 800, Denver, Colorado 80202; ConsolidatedOil Well Services, Inc. (“Consolidated”), with offices at 1322 South Grant Street, Chanute, Kansas66720; and Stephen D. Stanfield (the “Executive”), an individual residing in the State of Kansas,dated as of June 9, 2006.     WHEREAS, the Company recognizes that the current business environment makes it difficult toattract and retain highly qualified executives unless a certain degree of security can be offeredto such individuals against organizational and personnel changes which frequently follow changes incontrol of a corporation; and     WHEREAS, even rumors of acquisitions or mergers may cause executives to consider major careerchanges in an effort to assure financial security for themselves and their families; and     WHEREAS, the Company desires to assure fair treatment of the Executive in the event of aChange in Control or a Consolidated Change in Control (each as defined below) and to allow him tomake critical career decisions without undue time pressure and financial uncertainty, therebyincreasing his willingness to remain with the Company or Consolidated, as the case may be,notwithstanding the outcome of a possible change in control transaction; and     WHEREAS, the Company recognizes that the Executive and its other executives will be involvedin evaluating or negotiating any offers, proposals or other transactions which could result in aChange in Control or a Consolidated Change in Control and believes that it is in the best interestof the Company and its stockholders for such executives to be in a position, free from personalfinancial and employment considerations, to be able to assess objectively and pursue aggressivelythe interests of the Company’s stockholders in making these evaluations and carrying on suchnegotiations; and     WHEREAS, the Board of Directors (the “Board”) of the Company believes it is essential toprovide the Executive with compensation arrangements upon a Change in Control or a ConsolidatedChange in Control that provide the Executive with individual financial security and that arecompetitive with those of other corporations, and in order to accomplish these objectives, theBoard has caused the Company to enter into this Agreement.     NOW THEREFORE, the parties, for good and valuable consideration and intending to be legallybound, agree as follows:     1. **Operation, Term of Agreement and Nonduplication of Benefits.**This Agreement shall beeffective as of the date first set forth above. This Agreement may be terminated by the Companyupon 12 months’ advance written notice to the Executive; provided, however, that after the first tooccur of a Change in Control or a Consolidated Change in Control during the term of this Agreement,this Agreement shall remain in effect until all of the obligations of the parties under theAgreement are satisfied and the Protection Period or Consolidated Protection Period, as the casemay be, has expired. Prior to the first to occur of a Change in Control or Consolidated Change inControl, this Agreement shall immediately
 

 
terminate upon the later of termination of the Executive’s employment or upon the Executive’sceasing to be an elected officer of the Company.     The Company and Consolidated intend to provide benefits under this Agreement to the Executivewith respect to the first to occur of a Change in Control or a Consolidated Change in Control;provided that if a Change in Control precedes by no more than twelve (12) months or occurssimultaneously with a Consolidated Change in Control, the Executive shall be entitled to thebenefits related to a Consolidated Change in Control. The Company and Consolidated do not intendthe Executive to receive benefits under this Agreement with respect to both a Change in Control anda Consolidated Change in Control, or for any other duplication of benefits to be paid to theExecutive under this Agreement. The Executive agrees with the provisions of this paragraph, andthat he does not intend to and will not assert any claim for benefits under this Agreement withrespect to both a Change in Control and a Consolidated Change in Control, or for any otherduplication of benefits under this Agreement.     2. **Certain Definitions.**For purposes of this Agreement, the following words and phrases shallhave the following meanings:          (a) “Cause” shall mean (i) the continued failure by the Executive to perform his materialresponsibilities and duties toward the Company or Consolidated (other than any such failureresulting from the Executive’s incapacity due to physical or mental illness), (ii) the engaging bythe Executive in willful or reckless conduct that is demonstrably injurious to the Company orConsolidated monetarily or otherwise, (iii) the conviction of the Executive of a felony, or (iv)the commission or omission of any act by the Executive that is materially inimical to the bestinterests of the Company or Consolidated and that constitutes on the part of the Executive commonlaw fraud or malfeasance, misfeasance, or nonfeasance of duty; provided, however, that Cause shallnot include the Executive’s lack of professional qualifications. For purposes of this Agreement,an act, or failure to act, on the Executive’s part shall be considered “willful” or “reckless” onlyif done, or omitted, by him not in good faith and without reasonable belief that his action oromission was in the best interest of the Company or Consolidated. The Executive’s employment shallnot be deemed to have been terminated for Cause unless the Company or Consolidated shall have givenor delivered to the Executive (A) reasonable notice setting forth the reasons for the Company’s orConsolidated’s intention to terminate the Executive’s employment for Cause, (B) a reasonableopportunity, at any time during the 30-day period after the Executive’s receipt of such notice, forthe Executive, together with his counsel, to be heard before the Board or, in the case of aproposed termination occurring during a Consolidated Protection Period, the board of directors ofConsolidated, and (C) a Notice of Termination (as defined in Section 15 below) stating that, in thegood faith opinion of not less than a majority of the entire membership of the Board or the boardof directors of Consolidated, as the case may be, the Executive was guilty of the conduct set forthin clauses (i), (ii), (iii) or (iv) of the first sentence of this Section 2(a).          (b) “Change in Control” shall mean the first to occur of the following events specified in(i), (ii), (iii), (iv), (v) or (vi) (but no event other than the specified events): (i) any personbecomes the beneficial owner, directly or indirectly, of securities of the Company representingthirty-five percent (35%) or more of the combined voting power of the Company’s then outstandingvoting securities (other than (x) the Company, (y) any subsidiary of the
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Company, (z) one or more employee benefit plans maintained by the Company, or (xx) anynoteholders or warrantholders under the Securities Purchase Agreement dated as of January 13, 2005among Infinity, Inc., the predecessor of the Company, and HFTP Investment L.L.C., AG DomesticConvertibles, L.P. and AG Offshore Convertibles Ltd., as further amended, supplemented and modified(the “Promethean Purchase Agreement”)); (ii) any noteholders or warrantholders under thePromethean Purchase Agreement, whether individually or as a group (as defined in Section 13(d)(3)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) become the owner, directlyor indirectly, of outstanding voting securities (including voting securities acquired on conversionof notes or exercise of warrants) of the Company representing thirty-five percent (35%) or more ofthe combined voting power of the Company’s then outstanding voting securities; (iii) three or moreDirectors of the Company, whose election or nomination for election is not approved by a majorityof the applicable Incumbent Board, are elected within any single twelve month period to serve onthe Board; (iv) members of the applicable Incumbent Board cease to constitute a majority of theBoard; (v) the consummation of a merger or consolidation of the Company with or into any othercorporation or entity or person, or any other corporate reorganization, in which the stockholdersof the Company immediately prior to such consolidation, merger or reorganization own less than 50%of the outstanding voting securities of the surviving entity (or its parent) following theconsolidation, merger or reorganization or (vi) the consummation of a sale, lease or otherdisposition of all or substantially all of the assets of the Company. For purposes of this Section2(b), the terms “person” and “beneficial owner” shall have the meanings set forth in Section 13(d)and Rule 13d-3, respectively, of the Exchange Act and in the regulations promulgated thereunder.For purposes of this Section 2(b), “Incumbent Board” shall mean (i) members of the Board ofDirectors of the Company as of the date hereof, to the extent that they continue to serve asmembers of the Board, and (ii) any individual who becomes a member of the Board after the datehereof, if such individual’s election or nomination for election as a Director was approved by avote of at least seventy-five percent (75%) of the then applicable Incumbent Board.          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.          (d) “Consolidated Change in Control” shall mean the first to occur of the following eventsspecified in (i), (ii) or (iii) (but no event other than the specified events), which event doesnot constitute a Change in Control: (i) any person becomes the beneficial owner, directly orindirectly, of securities of Consolidated representing more than fifty percent (50%) or more of thecombined voting power of Consolidated’s then outstanding voting securities (other than (x) theCompany, (y) any subsidiary of the Company or Consolidated, or (z) one or more employee benefitplans maintained by the Company or Consolidated); (ii) the consummation of a merger orconsolidation of Consolidated with or into any other corporation or entity or person, or any othercorporate reorganization, in which the stockholders of Consolidated immediately prior to suchconsolidation, merger or reorganization own less than 50% of the outstanding voting securities ofthe surviving entity (or its parent) following the consolidation, merger or reorganization or (iii)the consummation of a sale, lease or other disposition of all or substantially all of the assets ofConsolidated. For purposes of this Section 2(d), the terms “person” and “beneficial owner” shallhave the meanings set forth in Section 13(d) and Rule 13d-3, respectively, of the Exchange Act andin the regulations promulgated thereunder.
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          (e) “Consolidated Protection Period” means the period beginning on the Consolidated Change inControl Date and ending on the last day of the 12th full calendar month following theConsolidated Change in Control Date.          (f) “Change in Control Date” shall be any date during the term of this Agreement on which aChange in Control occurs. Anything in this Agreement to the contrary notwithstanding, if theExecutive’s employment or status as an elected officer with the Company is terminated within six(6) months before the date on which a Change in Control occurs, and it is reasonably demonstratedthat such termination (i) was at the request of a third party who has taken steps reasonablycalculated or intended to effect a Change in Control or (ii) otherwise arose in connection with oranticipation of a Change in Control, then for all purposes of this Agreement the “Change in ControlDate” shall mean the date immediately before the date of such termination.          (g) “Consolidated Change in Control Date” shall be any date during the term of this Agreementon which a Consolidated Change in Control occurs. Anything in this Agreement to the contrarynotwithstanding, if the Executive’s employment or status as an elected officer with Consolidated isterminated within six (6) months before the date on which a Consolidated Change in Control occurs,and it is reasonably demonstrated that such termination (i) was at the request of a third party whohas taken steps reasonably calculated or intended to effect a Consolidated Change in Control or(ii) otherwise arose in connection with or anticipation of a Consolidated Change in Control, thenfor all purposes of this Agreement the “Consolidated Change in Control Date” shall mean the dateimmediately before the date of such termination.          (h) “Disability,” for purposes of this Agreement, shall mean total disability as defined inany long-term disability plan sponsored by the Company or Consolidated in which the Executiveparticipates, or, if there is no such plan or it does not define such term, then it shall mean thephysical or mental incapacity of the Executive that prevents him from substantially performing theduties of the office or position to which he was elected or appointed for a period of at least 180days and the incapacity is expected to be permanent and continuous through the Executive’s 65thbirthday.          (i) “Good Reason” means:               (i) the assignment to the Executive within the Protection Period of any duties inconsistent inany respect with the Executive’s position (including status, offices, titles and reportingrequirements, authority, duties or responsibilities), or any other action that results in adiminution in such position, authority, duties, or responsibilities excluding for this purpose anisolated, insubstantial, and inadvertent action not taken in bad faith and that is remedied by theCompany promptly after receipt of notice given by the Executive;               (ii) a reduction by the Company in the Executive’s base salary as in effect immediately beforethe beginning of the Protection Period or as increased from time to time after the beginning of theProtection Period;               (iii) a failure by the Company to maintain plans providing benefits at least as beneficial asthose provided by any benefit or compensation plan (including, without
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limitation, any incentive compensation plan, bonus plan or program, retirement, pension orsavings plan, life insurance plan, health and dental plan or disability plan) in which theExecutive is participating immediately before the beginning of the Protection Period, or any actiontaken by the Company that would adversely affect the Executive’s participation in or reduce theExecutive’s opportunity to benefit under any of such plans or deprive the Executive of any materialfringe benefit enjoyed by him immediately before the beginning of the Protection Period; provided,however, that a reduction in benefits under the Company’s tax-qualified retirement, pension, orsavings plans or its life insurance plan, health and dental plan, disability plans or otherinsurance plans, which reduction applies generally to participants in the plans and has a deminimis effect on the Executive shall not constitute “Good Reason” for termination by theExecutive;               (iv) the Company’s requiring the Executive, without the Executive’s written consent, to bebased at any office or location in excess of 50 miles from his office location immediately beforethe beginning of the Protection Period, except for travel reasonably required in the performance ofthe Executive’s responsibilities;               (v) any purported termination by the Company of the Executive’s employment for Cause otherwisethan as referred to in Section 15 of this Agreement;               (vi) any failure by the Company to obtain the assumption of the obligations contained in thisAgreement by any successor as contemplated in Section 14(c) of this Agreement; or               (vii) any material breach of this Agreement by the Company.          (j) “Parent” means any entity that directly or indirectly through one or more other entitiesowns or controls more than 50 percent of the voting stock or common stock of the Company.          (k) “Protection Period” means the period beginning on the Company Change in Control Date andending on the last day of the 30th full calendar month following the Company Change in ControlDate.          (l) “Subsidiary” means a company 50 percent or more of the voting securities of which areowned, directly or indirectly, by the Company.     3. **Vesting Upon Change in Control or Consolidated Change in Control.**Upon the first to occurof a Change in Control and a Consolidated Change in Control, any and all Common Shares (as definedin Section 4(c)), options, or other forms of securities issued by the Company and beneficiallyowned by the Executive (whether granted before or after the date of this Agreement) that areunvested, restricted, or subject to any similar restriction that would otherwise require continuedemployment by the Executive beyond the first to occur of a Change in Control Date and aConsolidated Change in Control Date in order to be vested in the hands of the Executive, shall vestautomatically.     4. **Benefits Upon Termination Within a Protection Period.**If, during a Protection Period, theExecutive’s employment is terminated by the Company other than for
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Cause or Disability or other than as a result of the Executive’s death or if the Executiveterminates his employment for Good Reason, the Company shall, subject to Sections 11 and 12, pay tothe Executive in a lump sum in cash, within 10 days after the date of termination, the aggregate ofthe following amounts:          (a) an amount equal to the Executive’s full base salary and vacation pay (for vacation nottaken) accrued but unpaid through the date of termination at the rate in effect at the time of thetermination;          (b) a severance amount equal to one times the Executive’s “Annual Compensation.” For purposesof Sections 4 and 5 of this Agreement, “Annual Compensation” shall be an amount equal to the sum of(i) the Executive’s annual base salary from the Company and its Subsidiaries (including scheduledbase salary increases or increases that are budgeted and approved either by the CompensationCommittee of the Board of Directors or by the Board of Directors of the Company in advance of theChange in Control Date), annualized for any partial year, in effect immediately prior to the Changein Control Date; and (ii) the average of the annual bonus amounts received by the Executive in eachof the two calendar years prior to the Change in Control Date for which bonuses have been paid(which annual bonus may be in the aggregate if the Executive has received more than one bonuspayment for a calendar year); and          (c) upon surrender by the Executive (which surrender shall be at the sole option of Executive)of his outstanding options to purchase common shares of the Company (“Common Shares”) granted tothe Executive by the Company (the “Outstanding Options”), an amount in respect of each OutstandingOption (whether vested or not) equal to the difference between the exercise price of suchOutstanding Option and the higher of (x) the fair market value of the Common Shares at the time ofsuch termination (but not less than the closing price for the Common Shares on NASDAQ, or suchother national stock exchange on which such shares may be listed, on the last trading day suchshares traded prior to the date of termination), and (y) the higher of the highest price paid forCommon Shares and, in the cases of securities convertible into Common Shares or carrying a right toacquire Common Shares, the highest effective price (based on the prices paid for such securitiesand the price at which such securities are convertible into Common Shares or at which Common Sharesmay be acquired), by any person or group whose acquisition of voting securities has resulted in aChange in Control of the Company, in each case in the 12 months preceding a Change in Control;provided that Executive may elect, in lieu of exercising the foregoing right, to retain theOutstanding Options and exercise all rights relating thereto in accordance with the terms of theOutstanding Options and any related option plans and agreements.     5. **Executive’s Right to Leave Employment.**At any time during the six month period following aChange in Control Date, the Executive shall have the right to terminate the Executive’s employmentwith the Company at the Executive’s sole discretion (the “Executive Termination Right”). In theevent the Executive exercises the Executive Termination Right, the Company shall, subject toSections 11 and 12, pay the Executive in a lump sum in cash within 10 days after the date oftermination the aggregate of the following amounts:          (a) The amounts set forth in Sections 4(a) and 4(c); and
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          (b) 0.75 multiplied by the amount set forth in Section 4(b).     6. **Benefits Upon a Consolidated Change in Control**. Upon the occurrence of a ConsolidatedChange in Control, the Company shall pay the Executive in a lump sum in cash, within 10 days afterthe Consolidated Change in Control Date, $125,000.     7. **Benefits Upon Termination Within a Consolidated Protection Period.**If, during aConsolidated Protection Period, the Executive’s employment is terminated by Consolidated other thanfor Cause or Disability or other than as a result of the Executive’s death or if the Executiveterminates his employment for Good Reason, Consolidated shall, subject to Sections 11 and 12, payto the Executive in a lump sum in cash, within 10 days after the date of termination, the aggregateof the following amounts:          (a) an amount equal to the Executive’s full base salary and vacation pay (for vacation nottaken) accrued but unpaid through the date of termination at the rate in effect at the time of thetermination; and          (b) a severance amount equal to one times the Executive’s Annual Compensation. For purposesof Sections 7 and 8, “Annual Compensation” shall be defined as set forth in Section 4(b), exceptthat “Change in Control Date” shall be deemed to be replaced by “Consolidated Change in ControlDate.”For purposes of this Section 7, “Good Reason” shall be defined as set forth in Section 2(i), exceptthat “the Company” shall be deemed to be replaced by “Consolidated” and “Protection Period” shallbe deemed to be replaced by “Consolidated Protection Period.”     8. **Benefits for Availability During 90-Day Transition Period.**In the event of a ConsolidatedChange in Control, upon the earlier of (i) Executive’s 90th day of employment after theConsolidated Change in Control Date, (ii) the date that Executive’s employment is terminated byConsolidated, or (iii) the date Executive terminates his employment based on subsection (i) of thedefinition of Good Reason, Consolidated shall, subject to Sections 11 and 12, pay the Executive ina lump sum in cash, within 10 days of such date, an amount equal to one times the Executive’sAnnual Compensation.     9. **Non-exclusivity of Rights.**Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any benefit, bonus, incentive, or other plans,practices, policies, or programs provided by the Company or any of its Subsidiaries and for whichthe Executive may qualify, nor shall anything in this Agreement limit or otherwise affect suchrights as the Executive may have under any stock option or other agreements with the Company or anyof its Subsidiaries. Amounts that are vested benefits or that the Executive is otherwise entitledto receive under any plan, practice, policy, or program of the Company or any of its Subsidiariesat or subsequent to the date of termination shall be payable in accordance with such plan,practice, policy, or program; provided, however, that the Executive shall not be entitled toseverance pay, or benefits similar to severance pay, under any plan, practice, policy, or programgenerally applicable to employees of the Company or any of its Subsidiaries.     10. **Full Settlement; No Obligation to Seek Other Employment; Legal Expenses.**The respectiveobligations of the Company and Consolidated to make the payments provided for
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in this Agreement and otherwise to perform its obligations under this Agreement shall not beaffected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action thatthe Company or Consolidated may have, respectively, against the Executive or others. The Executiveshall not be obligated to seek other employment or take any other action by way of mitigation ofthe amounts payable to the Executive under any of the provisions of this Agreement. Each of theCompany and Consolidated respectively agrees to pay (without duplication), within five daysfollowing timely written demand upon it by the Executive, all legal fees and expenses the Executivemay reasonably incur as a result of any dispute or contest (regardless of outcome) by or with theCompany or others, or Consolidated or others, respectively, regarding the validity orenforceability of, or liability under, any provision of this Agreement. A written demand is timelyif it is made with respect to expenses incurred during the calendar year in which the writtendemand is made, or incurred in the prior calendar year if the written demand is made on or beforethe last day of February. In any such action brought by the Executive for damages or to enforceany provisions of this Agreement, he shall be entitled to seek both legal and equitable relief andremedies, including, without limitation, specific performance of the respective obligations of theCompany or Consolidated under this Agreement, in his sole discretion.     11. **Cut Back in Benefits.**Notwithstanding any other provision of this Agreement, the cashlump sum payment and other benefits otherwise to be provided pursuant to Sections 3, 4, 5, 7 and 8of this Agreement (the “Severance Benefit”) shall be reduced as described below if independentaccountants for the Company or Consolidated, as the case may be, (the “Accountants”) determine (A)that Executive would, by reason of section 4999 of the Code, be required to pay an excise tax onany part of the Severance Benefit or any part of any other payment or benefit to which Executiveis entitled under any plan, practice, policy, or program, and (B) the amount of the SeveranceBenefit that Executive would retain on an after-tax basis, present value basis would be increasedas a result of such reduction by an amount of at least $5,000. If the Severance Benefit isrequired to be reduced, it shall be reduced only to the extent required, in the opinion of theAccountants, to prevent the imposition upon the Executive of the tax imposed under section 4999 ofthe Code. The Company or Consolidated, as the case may be, shall determine which elements of theSeverance Benefit shall be reduced to conform to the provisions of this Section. Any determinationmade by the Accountants, or by the Company or Consolidated, as the case may be, pursuant to thisSection shall be conclusive and binding on the Executive. The Executive shall promptly provide tothe Company or Consolidated, as the case may be, such information regarding the Executive’s taxsituation as the Company or Consolidated shall reasonably request in order to allow the Accountantsto perform calculations required by this Section 11.     12. **Code Section 409A Savings Provision.**Notwithstanding anything in this Agreement to thecontrary, the following provisions related to payments treated as deferred compensation under CodeSection 409A shall apply:          (a) If, on the date of Executive’s “separation from service,” Executive is a “specifiedemployee,” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the Code, and asa result of such separation from service Executive would receive any payment that, absent theapplication of these provisions, would be subject to the constructive receipt, interest, andadditional tax provisions of Code Section 409A(a), then any such payment shall be
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made on the date that is the earliest of: (i) six (6) months after Executive’s separation fromservice, (ii) Executive’s date of death, or (iii) such other earliest date for which such paymentwill not be subject to such constructive receipt, interest, and additional tax.          (b) It is the intention of the parties that all amounts payable under this Agreement not besubject to the constructive receipt, interest, and additional tax resulting from the application ofCode Section 409A. To the extent such amounts could become subject to such constructive receipt,interest, and additional tax, the parties shall cooperate to amend this Agreement with the goal ofgiving Executive the same or equivalent value of the benefits described in this Agreement in amanner that does not result in such constructive receipt, interest, and additional tax. In theevent the Company or Consolidated does not so cooperate, the Company or Consolidated shallindemnify Executive for any interest and additional tax arising from the application of CodeSection 409A, grossed-up for any other income tax incurred by Executive related to theindemnification (i.e., indemnification of such additional income tax), assuming the highestmarginal income tax rates apply to any taxable indemnification.     13. **Confidential Information.**The Executive shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge, or data relating to theCompany or any of its Subsidiaries, and their respective businesses, obtained by the Executiveduring the Executive’s employment by the Company or any of its Subsidiaries and that has not becomepublic knowledge (other than by acts of the Executive or his representatives in violation of thisAgreement). After the date of termination of the Executive’s employment with the Company orConsolidated, the Executive shall not, without the prior written consent of the Company,communicate or divulge any such information, knowledge, or data to anyone other than the Companyand those designated by it. In no event shall an asserted violation of the provisions of thisSection constitute a basis for deferring or withholding any amounts otherwise payable to theExecutive under this Agreement. This Section 13 does not bar the Executive from disclosingconfidential information about Consolidated to the acquiror of Consolidated after a ConsolidatedChange in Control.     14. **Successors.**          (a) This Agreement is personal to the Executive and without the prior written consent of theCompany and Consolidated shall not be assignable by the Executive otherwise than by will or thelaws of descent and distribution. This Agreement shall inure to the benefit of and be enforceableby the Executive’s legal representatives or successor(s) in interest. The Executive may designatea successor (or successors) in interest to receive any and all amounts due the Executive inaccordance with this Agreement should the Executive be deceased at any time of payment. Suchdesignation of successor(s) in interest shall be made in writing and signed by the Executive, anddelivered to the Company and Consolidated pursuant to Section 17(b). This Section 14(a) shall notsupersede any designation of beneficiary or successor in interest made by the Executive, orseparately covered, under any other plan, practice, policy, or program of the Company orConsolidated.          (b) This Agreement shall inure to the benefit of and be binding upon the Company, Consolidatedand its successors and assigns.
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          (c) Each of the Company and Consolidated will require any successor (whether direct orindirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of itsrespective business or assets, and its respective Parent or successor, and without regard to theform of transaction utilized to acquire its respective business or assets, to assume expressly andagree to perform this Agreement in the same manner and to the same extent that the Company orConsolidated, as the case may be, would be required to perform it if no such succession orparentage had taken place. As used in this Agreement, “Company” shall mean the Company as definedabove and any successor to its business or assets as aforesaid (and any Parent of the Company orany successor) that is required by this clause to assume and agree to perform this Agreement orwhich otherwise assumes and agrees to perform this Agreement. As used in this Agreement,“Consolidated” shall mean Consolidated as defined above and any successor to its business or assetsas aforesaid (and any Parent of Consolidated other than the Company, or any successor) that isrequired by this clause to assume and agree to perform this Agreement or which otherwise assumesand agrees to perform this Agreement.     15. **Notice of Termination.**Any termination of the Executive’s employment for Cause or by theExecutive for Good Reason (as defined in Section 2(i) and in Section 7) shall be communicated byNotice of Termination to the Company or Consolidated, as the case may be, given in accordance withSection 17(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means awritten notice that (i) indicates the specific termination provision in this Agreement relied upon,(ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated, and (iii) if the dateof termination is other than the date of receipt of such notice, specifies the termination date(which date shall be not more than 15 days after the giving of such notice). The failure by theExecutive to set forth in the Notice of Termination any fact or circumstance that contributes to ashowing of Good Reason shall not waive any right of the Executive under this Agreement or precludethe Executive from asserting such fact or circumstance in enforcing his rights.     16. **Requirements and Benefits if Executive Is Employee of Subsidiary of Company.**With respectto a Change in Control, if the Executive is an employee of any Subsidiary of the Company, he shallbe entitled to all of the rights and benefits of this Agreement as though he were an employee ofthe Company and the term “Company” shall be deemed to include the Subsidiary by whom the Executiveis employed. With respect to a Change in Control, the Company guarantees the performance of itsSubsidiary under this Agreement.     17. **Miscellaneous.**          (a) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Delaware, without reference to principles of conflict of laws. The captions of this Agreementare not part of the provisions hereof and shall have no force or effect. This Agreement may not beamended or modified otherwise than by a written agreement executed by the parties or theirrespective successors and legal representatives.          (b) All notices and other communications under this Agreement shall be in writing and shall begiven by hand delivery to the other party or by registered or certified mail, return receiptrequested, postage prepaid, to the addresses for each party as first written above or
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to such other address as either party shall have furnished to the other in writing inaccordance with this Section. Notices and communications to the Company shall be addressed to theattention of the Company’s Corporate Secretary. Notices and communications to Consolidated shallbe addressed to the attention of the Consolidated’s Corporate Secretary. Notice and communicationsshall be effective when actually received by the addressee.          (c) Whenever reference is made in this Agreement to any specific plan or program of theCompany or Consolidated, to the extent that the Executive is not a participant in the plan orprogram or has no benefit accrued under it, whether vested or contingent, as of the Change inControl Date or Consolidated Change in Control Date, as the case may be, then such reference shallbe null and void, and the Executive shall acquire no additional benefit as a result of suchreference.          (d) The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement.          (e) The Company or Consolidated, as the case may be, may withhold from any amounts payableunder this Agreement such Federal, state, or local taxes as shall be required to be withheldpursuant to any applicable law or regulation.          (f) The Executive’s failure to insist upon strict compliance with any provision of thisAgreement shall not be deemed to be a waiver of such provision or any other provision.
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     IN WITNESS WHEREOF, the Executive has set his hand to this Agreement and, pursuant to theauthorization from the Board, the Company has caused this Agreement to be executed as of the dayand year first above written.         **INFINITY ENERGY RESOURCES, INC.**           By: /s/ James A. Tuell       Name:  James A. Tuell      Title:  President and Chief Executive Officer           **CONSOLIDATED OIL WELL SERVICES, INC.**           By: /s/ Timothy A. Ficker             Name:  Timothy A. Ficker      Title:  Vice President, Chief Financial Officer           **EXECUTIVE**           /s/ Stephen D. Stanfield    /s/     
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