EXHIBIT 10.31


 


FOURTH AMENDMENT TO


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Fourth Amendment to
Executive Employment Agreement (this “Agreement”) dated March 13, 2013, to be effective as of October
10, 2012 (the “Effective Date”), is by and between Coil Tubing Technology, Inc., a Nevada corporation
(“Coil Tubing”) and Jason Swinford, an individual (“Swinford”),
each referred to herein as a “Party” and collectively the “Parties”.


 


	 	W I T N E S S E T H:


 


WHEREAS, the Parties
previously entered into an Executive Employment Agreement on or around November 30, 2010, a copy of which is attached hereto as
Exhibit A; a First Amendment to Employment Agreement dated December 21, 2011, a copy of which is attached hereto as Exhibit
B; a Second Amendment to Employment Agreement dated August 28, 2012, a copy of which is attached hereto as Exhibit C;
and a Third Amendment to Employment Agreement dated October 10, 2012 (effective August 28, 2012), a copy of which is attached hereto
as Exhibit D (collectively, the “Employment Agreement”);


 


WHEREAS, capitalized
terms used herein shall have the meaning ascribed to such terms in the Employment Agreement, unless otherwise stated herein or
the context requires otherwise;


 


WHEREAS, Coil Tubing
previously granted Swinford certain Options pursuant to the Employment Agreement, which Options were evidenced and documented by
that certain Stock Option Agreement dated August 28, 2012 (the “Option Agreement”), a copy of which is
attached hereto as Exhibit D, as modified by the Third Amendment to Employment Agreement; and


 


WHEREAS, the Parties
desire to enter into this Agreement to amend the Employment Agreement, Option Agreement and the terms of the Options as provided
below.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration,
including $10 paid to Swinford by Coil Tubing, which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency
of, the Parties hereto agree as follows:


 


1.           Amendment
to Employment Agreement and Stock Option Agreement.


 


 


(a)           The
Parties desire to and hereby amend the terms and conditions of the 2012 Option, described and defined in (A) Section 4(c)(i) of
the Employment Agreement; and (B) Section 3(a)(iii) of the Option Agreement, to change, modify and amend the vesting date of such
2012 Option from “December 31, 2012” to “December 31, 2013”.  For the sake of clarity
and in an abundance of caution, the Parties agree and confirm that the 2012 Option shall be deemed to have not vested to Swinford
as of December 31, 2012, and shall instead vest to Swinford (subject in all cases to the terms and conditions of the Employment
Agreement and Option Agreement), on December 31, 2013.  The Parties further confirm and acknowledge that each reference
in the Employment Agreement and the Option Agreement (including, but not limited to Schedule 1c thereto) to such 2012 Option vesting
to Swinford as of December 31, 2012 (including a reference only to such options which vest on December 31, 2012), shall be automatically,
and without any action by either Party, subsequent to the execution of this Agreement, and effective as of the Effective Date,
reference such 2012 Option vesting instead on December 31, 2013.   Collectively, this Section 1(a) shall be referred
to herein as the “Amendment”.


 


 


 


Fourth Amendment to Executive Employment Agreement


Coil Tubing Technology, Inc. and Jason Swinford






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(b)           This
Agreement shall evidence and document the Amendment to the 2012 Option and the terms and conditions of such Amendment shall automatically
be incorporated by reference into the Option Agreement and as such, it shall not be necessary for the Parties to enter into a separate
amendment or modification to such Option Agreement other than this Agreement, which shall be prima facie evidence of the effectiveness
of such Amendment.


 


 


2.           Reconfirmation
of Employment Agreement and Option Agreement. The Parties hereby reaffirm all terms, conditions, covenants, representations
and warranties made in the Employment Agreement and Option Agreement, to the extent the same are not amended hereby.


 


 


3.           Effect
of Agreement. Upon the effectiveness of this Agreement, each reference in the Employment Agreement and the Option Agreement
to “Agreement,” “hereunder,” “hereof,” “herein”
or words of like import shall mean and be a reference to such Employment Agreement and Option Agreement, as applicable, as modified
or waived hereby, as applicable.


 


 


4.           Employment
Agreement and Option Agreement to Continue in Full Force and Effect.  Except as specifically modified herein,
the Employment Agreement and the Option Agreement and the terms and conditions thereof shall remain in full force and effect.


 


 


5.           Effect
of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts,
each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof
to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another
Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of
this Agreement shall be effective as an original for all purposes.


 


 


 


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Fourth Amendment to Executive Employment Agreement


Coil Tubing Technology, Inc. and Jason Swinford




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IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement to be effective as of the Effective Date.


 


 


 


 


Acknowledged and Agreed
to by:


 


 


 


_______________________________


Herbert C. Pohlmann


 


Date: ______________________________


 


 


 


 


 


 


 


 


Fourth Amendment to Executive Employment Agreement


Coil Tubing Technology, Inc. and Jason Swinford




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