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President. Consultant shall render the Services conscientiously and shall devote
his best efforts and abilities thereto. Consultant shall be in the United States
a minimum of one (1) week per calendar month during which time he should be 
primarily devoted to the business affairs of the Company and shall be located in
Houston, Corpus Christi, Tulsa, or such other locations in which the Company has
operations. During the performance of the Services, Consultant shall have the 
title of "Chief Operating Officer." Consultant shall observe all policies and 
directives promulgated from time to time by the Company and its Board of 
Directors and shall report the progress of his efforts to the Chief Executive 
Officer and President and the Board of Directors.

5. Expenses. Consultant shall be reimbursed by the Company for all reasonable 
business expenses he incurs during the performance of the Services. The Company 
agrees to provide Consultant with anything reasonably necessary to enable him to
perform the Services. The Company's obligation to reimburse Consultant pursuant 
to this provision shall be subject to the presentation by Consultant to the 
Company of an itemized account of such expenditures, together with supporting 
vouchers, in accordance with the Company's policies as in effect from time to 
time.

6. Directors' and Officers Insurance and Indemnity. Consultant shall be covered
by the Company's directors' and officers' liability insurance and shall be 
subject to the terms of such insurance. Consultant shall also be indemnified and
held harmless against any causes of action of any type pursuant to the terms of 
the Company's Amended and Restated Certificate of Incorporation by By-laws.

7. Income Tax. The Consultant shall have the sole responsibility for the payment
of all federal, state, city or other taxes that Company is not required by law 
to withhold. Where the Company chooses not to withhold taxes, Consultant shall 
pay all such taxes directly and shall indemnify and hold the Company, its 
officers, directors and employees harmless from any and all claims, demands, 
costs, penalties, attorneys' fees and liabilities arising as a result of 
Company's failure to do so.

8. Independent Contractor. It is expressly agreed that consultant is acting as 
an independent contractor in performing the Services hereunder and shall not be 
deemed for any purpose to be an employee, agent or servant of the Company. The 
Company shall have no direction or control of Consultant except in the results 
to be obtained.

9. Disclosure of Information. In consideration for the mutual covenant and 
agreements herein, Consultant agrees that he shall not, except as permitted by 
the Company in writing, in any manner, at any time, directly or indirectly, 
disclose or appropriate for his own use or the use of others or any company, 
subsidiary, or affiliate, trade secrets or any other "Confidential Information."
Confidential Information means any and all information concerning the Company 
and its subsidiaries or affiliated companies not known to the general public
that is disclosed to the Consultant or known or acquired by the Consultant as a
consequence of his performing Services under this Agreement. Consultant confirms
that all Confidential Information is the exclusive property of the Company.
Consultant acknowledges that the Company, its subsidiaries and affiliated
companies, would be irreparably injured by a violation of the provisions of this
provisions of this provisions of this provision and the Company, its
subsidiaries and