management of the complete accounting function to include payables, receivables, payroll, general ledger, asset control, purchasing, inventory, depletion and depreciation, etc.;

production of financial statements in accordance with United States GAAP, and management reports, on a monthly basis and on an as needed basis;

preparation of budgets and forecasts with expenditure analysis and variance reporting to include capital, operational and financial;

management of cash balances for timely commitment of funds and float control;

responsible for all tax matters as to production and timely filing;

prepare and file necessary disclosure documents with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K, and applicable documents with the FERC, and any and all documents necessary to be filed with the State of Arkansas and other governmental agencies;

ensure compliance with contracts and agreements, their recording and classification, enforceability and legality (with legal counsel);

maintain the corporate records, minutes and bylaws for compliance with management, shareholders and the IRS and government agencies;

maintain adequate insurance for all coverages and conduct periodic reviews for rates, coverages and any changes to operating conditions;

implement a software package to facilitate the recording of operations, update as necessary and maintain the security of the system; and

liaison with audit firms for the annual audit and SEC filings.

devote his business time, best efforts, business judgment, skill, and knowledge to the advancement of the Company's interests and to the discharge of his duties and responsibilities hereunder;

diligently and faithfully execute and perform the Duties and responsibilities, subject to the general supervision and control of the CEO; and

conduct and maintain a professional relationship with all parties interacting with the Company with the utmost regard for honesty and integrity.

serving as a director or member of a committee of any organization or corporation involving no conflict of interest with the interests of the Company;

serving as a consultant in his area of expertise (in areas other than in connection with the business of the Company), to government, industrial, and academic panels where it does not conflict with the interests of the Company; and

managing his personal investments or engaging in any other business; provided that such activities do not interfere with the regular performance of his duties and responsibilities under this Agreement as determined by the Company.

As compensation for the services provided by the Executive under this Agreement, the Company will pay the Executive an annual salary of $190,000.00, to be paid in accordance with the Company's usual payroll procedures (the “Salary”).

In addition to the Salary, the Executive may be eligible to receive an annual bonus determined by the Board based on the performance of the Company.

The Company must promptly reimburse the Executive for all reasonable out-of- pocket business expenses incurred in performing the Executive’s duties and responsibilities hereunder in accordance with the Company's policies, provided the Executive promptly furnishes to the Company adequate records of such expenses.

The Company agrees to indemnify and hold the Executive harmless from any liability, damage, or claim, including reasonable attorneys’ fees incurred by the Executive related to the Company or its activities, provided that the Company will not be liable for any action for the Executive’s gross negligence or willful neglect.

Voluntary Termination by the Executive. The Executive has the right to voluntarily terminate this Agreement and his employment hereunder at any time during the Employment Term upon three months’ prior written notice.

Voluntary Termination by the Company. The Company has the right to voluntarily terminate this Agreement and the Executive’s employment hereunder at any time during the Employment Term upon three months’ prior written notice.

Termination for Cause. The Company has the right to terminate this Agreement and the Executive’s employment hereunder at any time for cause. As used in this Agreement, "cause" means any of the following:

Refusal by the Executive to implement or adhere to lawful policies or directives of the Board or the CEO;

Breach of this Agreement by the Executive;

The Executive’s conviction of a felony;

The Executive’s conviction of a misdemeanor involving fraud, theft, deceit, misrepresentation, conspiracy, breach of trust or breach of fiduciary duty;

The Executive receiving a reprimand, suspension, fine or other administrative penalty from the United States Securities and Exchange Commission or state regulator in a matter that involves fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty or insider trading made after the signed date of this contract; or

Breach of fiduciary duty or the misappropriation by the Executive of funds from or resources of the Company.

Termination Upon Death or for Disability. This Agreement and the Executive’s employment hereunder, will automatically terminate upon:

the Executive’s death; or

upon written notice to the Executive and certification of the Executive’s disability by a qualified physician or a panel of qualified physicians if the Executive becomes disabled beyond a period of twelve (12) months and is unable to perform the duties contain in this Agreement.

Termination on “Change of Control”.

“Change of Control Event” means the occurrence of any one of the events set out in Subsections A. to C. below:

The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of 50% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors,

The approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company in which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or

A liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company, which, for greater certainty, is deemed to occur in the event the Company sells or disposes of all or substantially all of the assets of a subsidiary of the Company.

If the sole purpose of the event is to change the jurisdiction of the Company’s organization or to create a holding Company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such event; or

If the Executive is part of a purchasing group that consummates the Change of Control Event.

If a Change of Control Event occurs with respect to the Company, the Executive’s Employment will automatically terminate and the Company will pay the Executive an amount equal to the total of:

the Salary for a period of 18 months; and

the Executive’s cost for a period of 18 months to obtain family and/or spousal health insurance that is similar in coverage to that provided to the Executive as of the date of the Change of Control,

Effect of Termination.

In the event that this Agreement and the Executive’s employment is terminated for cause pursuant to Section 16(c), all obligations of the Company and all duties, responsibilities and obligations of the Executive under this Agreement will cease upon the effective date of such termination. Upon such termination, the Executive will be entitled to receive only the compensation, benefits, and reimbursement earned by or accrued to the Executive under the terms of this Agreement prior to the date of termination, but will not be entitled to any further compensation, benefits, or reimbursement after such date.

In the event the Executive or the Company voluntarily terminates this Agreement pursuant to Sections 16(a) or 16(b), or in the event of the termination of this Agreement upon death or disability of the Executive pursuant to Section 16(d), the Executive will be entitled to all compensation pursuant to Section 9 of this Agreement for the period through the effective termination date, provided that, in the case of death or disability, payment may be made to the Executive’s appointed trustee.

Other than as set forth above, the Executive will not be entitled to any further compensation, benefits, or reimbursement after the date of his termination.

Resignation as Director. In the event that the Executive’s employment is terminated by the Company for cause, the Executive agrees to immediately resign as a director of the Company and any related entities. For the purposes of this Section 16, the term “the Company” will be deemed to include subsidiaries, parents, and affiliates of the Company.

he has read and understands this Agreement;

Clark Wilson LLP acts solely for the Company with respect to the preparation of this Agreement and cannot provide the Executive with any advice regarding same; and

he has had the opportunity to obtain independent legal advice to respect to this Agreement.