Superior Well Services, INC
EX-10.1
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<TYPE>EX-10.1
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<DESCRIPTION>EX-10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>AMENDED AND RESTATED<BR>
EMPLOYMENT AGREEMENT<BR>
Chief Executive Officer</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT </B>(&#147;Agreement&#148;) is made by and between Superior
Well Services, Inc., a Delaware corporation (&#147;Company&#148;), and David E. Wallace (&#147;Executive&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>W I T N E S S E T H:</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, Executive has been directly employed by Company;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, Company is desirous of continuing such direct employment of Executive in an executive
capacity on the terms and conditions and for the consideration hereinafter set forth (which
includes new and additional consideration to that which Executive is currently receiving), and
Executive is desirous of being directly employed by Company on such terms and conditions and for
such consideration; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the parties desire to amend and restate the existing employment agreement between
them in its entirety;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, for and in consideration of the mutual promises, covenants and obligations
contained herein, Company and Executive agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 1: </B><u><B>DEFINITIONS AND INTERPRETATIONS</B></u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.1 </B><u><B>Definitions.</B></u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<B>&#147;Affiliate&#148; </B>shall mean with respect to any natural person, firm, partnership,
association, corporation, limited liability company, company, trust, entity, public body or
government (a <B>&#147;Person&#148;</B>), any Person which, directly or indirectly, controls, is controlled
by, or is under a common control with, such Person. The term &#147;control&#148; (including the terms
&#147;controlled by&#148; and &#147;under common control with&#148;) as used in this definition means the
possession, directly or indirectly, of the power to direct or cause the direction of
management and policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise. With respect to any natural person, the term <B>&#147;Affiliate&#148; </B>shall also
mean (1)&nbsp;the spouse or children (including those by adoption) and siblings of such Person;
and any trust whose primary beneficiary is such Person, such Person&#146;s spouse, such Person&#146;s
siblings and/or one or more of such Person&#146;s lineal descendants, (2)&nbsp;the legal
representative or guardian of such Person or of any such immediate family member in the
event such Person or any such immediate family member becomes mentally incompetent and
(3)&nbsp;any Person controlled by or under the common control with any one or more of such Person
and the Persons described in clauses&nbsp;(1) or&nbsp;(2)&nbsp;preceding.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<B>&#147;Annual Base Salary&#148; </B>shall mean, as of a specified date, Executive&#146;s annual base
salary as of such date determined pursuant to Section&nbsp;4.1.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<B>&#147;Annual Bonus&#148; </B>shall mean the amount, if any, equal to the greater of:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the annual bonus most recently paid by Company to Executive pursuant to
Section&nbsp;4.2; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the average of the last three annual bonuses (or the average of the last
two annual bonuses if the Executive has been employed by Company for less than three
years) paid by Company to Executive pursuant to Section&nbsp;4.2.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Notwithstanding the foregoing, if Executive was employed by Company for only a
portion of the year with respect to which such bonus was paid, then the <B>&#147;Annual
Bonus&#148; </B>shall equal an amount determined by annualizing the bonus received by
Executive based on the ratio of the number of days Executive was employed by Company
during such year to 365&nbsp;days.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<B>&#147;Annual Compensation&#148; </B>shall mean an amount equal to the greater of:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s Annual Base Salary at the annual rate in effect at the date of
his Involuntary Termination;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Executive&#146;s Annual Base Salary at the annual rate in effect 180&nbsp;days prior
to the date of his Involuntary Termination; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Executive&#146;s Annual Base Salary at the annual rate in effect immediately
prior to a Change of Control if Executive&#146;s employment shall be subject to an
Involuntary Termination during the Change of Control Period.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Notwithstanding the foregoing, if Executive&#146;s employment shall be subject to an
Involuntary Termination during the Change of Control Period, then the amount
determined pursuant to the preceding sentence shall be increased by the amount of
the Annual Bonus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<B>&#147;Board&#148; </B>means the Board of Directors of Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
<B>&#147;Cause&#148; </B>shall mean Executive (i)&nbsp;has engaged in gross negligence, gross
incompetence or willful misconduct in the performance of his duties, (ii)&nbsp;has refused,
without proper reason, to perform his duties, (iii)&nbsp;has willfully engaged in conduct which
is materially injurious to Company or its subsidiaries (monetarily or otherwise), (iv)&nbsp;has
committed an act of fraud, embezzlement or willful breach of a fiduciary duty to Company or
an Affiliate (including the unauthorized disclosure of confidential or proprietary material
information of Company or an Affiliate), or (v)&nbsp;has been convicted of (or pleaded no contest
to) a crime involving fraud, dishonesty or moral turpitude or any felony.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
<B>&#147;Change in Duties&#148; </B>shall mean:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The occurrence, prior to a Change of Control or after the expiration of a
Change of Control Period, of any one or more of the following:
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) a material reduction in the nature or scope of Executive&#146;s
authorities or duties from those previously applicable to him;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) a reduction in Executive&#146;s Annual Base Salary;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) a material diminution in employee benefits (including but not
limited to medical, dental, life insurance and long-term disability plans)
and perquisites applicable to Executive from those substantially similar to
the employee benefits and perquisites provided by Company (including its
subsidiaries) to executives with comparable duties; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) a change in the location of Executive&#146;s principal place of
employment by Company (including its subsidiaries) by more than 60 miles
from the location where he was principally employed; provided, however, such
change in the location of Executive&#146;s principal place of employment shall
not constitute a Change in Duties if the decision to relocate was mutually
acceptable to Executive and Company prior to such change in location.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The occurrence, within a Change of Control Period, of any one or more of
the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) a material reduction in the nature or scope of Executive&#146;s
authorities or duties from those applicable to him immediately prior to the
date on which a Change of Control occurs;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) a reduction in Executive&#146;s Annual Base Salary from that provided to
him immediately prior to the date on which a Change of Control occurs;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) a diminution in Executive&#146;s eligibility to participate in bonus,
stock option, incentive award and other compensation plans which provide
opportunities to receive compensation which are the greater of (A)&nbsp;the
opportunities provided by Company (including its subsidiaries) for
executives with comparable duties or (B)&nbsp;the opportunities under any such
plans under which he was participating immediately prior to the date on
which a Change of Control occurs;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) a material diminution in employee benefits (including but not
limited to medical, dental, life insurance and long-term disability plans)
and perquisites applicable to Executive from the greater of (A)&nbsp;the employee
benefits and perquisites provided by Company (including its subsidiaries) to
executives with comparable duties or (B)&nbsp;the employee benefits and
perquisites to which he was entitled immediately prior to the date on which
a Change of Control occurs; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) a change in the location of Executive&#146;s principal place of
employment by Company (including its subsidiaries) by more than 60
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">miles from the location where he was principally employed immediately
prior to the date on which a Change of Control occurs; provided, however,
such change in the location of Executive&#146;s principal place of employment
shall not constitute a Change in Duties if the decision to relocate was
mutually acceptable to Executive and Company prior to such change in
location.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <B>&#147;Change of Control&#148; </B>shall mean:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) a merger of Company with another entity, a consolidation involving Company,
or the sale of all or substantially all of the assets of Company to another entity
if, in any such case, (A)&nbsp;the holders of equity securities of Company immediately
prior to such transaction or event do not beneficially own immediately after such
transaction or event equity securities of the resulting entity entitled to 50% or
more of the votes then eligible to be cast in the election of directors generally
(or comparable governing body) of the resulting entity in substantially the same
proportions that they owned the equity securities of Company immediately prior to
such transaction or event or (B)&nbsp;the persons who were members of the Board
immediately prior to such transaction or event shall not constitute at least a
majority of the board of directors of the resulting entity immediately after such
transaction or event;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the dissolution or liquidation of Company; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) when any person or entity (other than the Snyder Holders or any Snyder
Holder or any other Affiliate of the Company), including a &#147;group&#148; as contemplated
by Section&nbsp;13(d)(3) of the Securities Exchange Act of 1934, acquires or gains
ownership or control (including, without limitation, power to vote) of more than 50%
of the combined voting power of the outstanding securities of Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">For purposes of the preceding sentence, (1) &#147;resulting entity&#148; in the context of a
transaction or event that is a merger, consolidation or sale of all or substantially
all assets shall mean the surviving entity (or acquiring entity in the case of an
asset sale) unless the surviving entity (or acquiring entity in the case of an asset
sale) is a subsidiary of another entity and the holders of common stock of Company
receive capital stock of such other entity in such transaction or event, in which
event the resulting entity shall be such other entity, and (2)&nbsp;subsequent to the
consummation of a merger or consolidation that does not constitute a Change of
Control, the term &#147;Company&#148; shall refer to the resulting entity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <B>&#147;Change of Control Period&#148; </B>means, with respect to a Change of Control, the two-year
period beginning on the date upon which such Change of Control occurs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <B>&#147;Code&#148; </B>shall mean the Internal Revenue Code of 1986, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)
<B>&#147;Compensation Committee&#148; </B>shall mean the Compensation Committee of the Board.</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <B>&#147;Disability&#148; </B>shall mean that, as a result of Executive&#146;s incapacity due to physical
or mental illness, he shall have been absent from the full-time performance of his duties
for six consecutive months and he shall not have returned to full-time performance of his
duties within 30&nbsp;days after written notice of termination is given to Executive by Company
(provided, however, that such notice may not be given prior to 30&nbsp;days before the expiration
of such six-month period).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <B>&#147;Effective Date&#148; </B>shall mean September&nbsp;15, 2008.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) <B>&#147;Involuntary Termination&#148; </B>shall mean any termination of Executive&#146;s employment with
Company which:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) does not result from a resignation by Executive (other than a resignation
pursuant to clause (ii)&nbsp;of this Section&nbsp;1.1(n)); or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) results from a resignation by Executive on or before the date which is 60
days after the date upon which Executive receives notice of a Change in Duties;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">provided, however, the term <B>&#147;Involuntary Termination&#148; </B>shall not include a termination for
Cause or any termination as a result of death or Disability.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) <B>&#147;Monthly Severance Amount&#148; </B>shall mean an amount equal to one-twelfth of Executive&#146;s
Annual Compensation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) <B>&#147;Severance Amount&#148; </B>shall mean an amount equal to two times Executive&#146;s Annual
Compensation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) <B>&#147;Severance Period&#148; </B>shall mean:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) in the case of an Involuntary Termination which occurs prior to a Change of
Control or after the expiration of a Change of Control Period, a period commencing
on the date of such Involuntary Termination and continuing for 24&nbsp;months; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) in the case of an Involuntary Termination which occurs during a Change of
Control Period, a period commencing on the date of such Involuntary Termination and
continuing for 36&nbsp;months.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) <B>&#147;Snyder Holders&#148; </B>shall mean each of Thomas C. Snyder, David E. Snyder, Mark A.
Snyder, Dennis C. Snyder, Richard G. Snyder, C.H. Snyder, Jr. Grantor Retained Annuity Trust
dated November&nbsp;1, 2004, a Pennsylvania trust, Allegheny Mineral Corp., a Pennsylvania
corporation, Armstrong Cement &#038; Supply Corp., a Pennsylvania corporation, Glacial Sand &#038;
Gravel Co., a Pennsylvania corporation and any of their respective Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.2 </B><U><B>Interpretations</B></U>. In this Agreement, unless a clear contrary intention appears, (a)&nbsp;the words &#147;herein,&#148;
&#147;hereof&#148; and &#147;hereunder&#148; and other words of similar import refer to this
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Agreement as a whole and
not to any particular Article, Section or other subdivision, (b)&nbsp;reference to any Article or
Section, means such Article or Section hereof, (c)&nbsp;the words &#147;including&#148; (and with correlative
meaning &#147;include&#148;) means including, without limiting the generality of any description preceding
such term, and (d)&nbsp;where any provision of this Agreement refers to action to be taken by either
party, or which such party is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 2: </B><U><B>EMPLOYMENT AND DUTIES</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.1 </B><U><B>Employment</B></U>. Effective as of the Effective Date and continuing for the period of
time set forth in Section&nbsp;3.1 of this Agreement, Executive&#146;s employment by Company shall be subject
to the terms and conditions of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.2</B> <U><B>Positions</B></U>. From and after the Effective Date, Company shall employ Executive in
the position of Chief Executive Officer of Company, or in such other positions as the parties
mutually may agree.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.3</B> <U><B>Duties and Services</B></U>. Executive agrees to serve in the positions referred to in
Section&nbsp;2.2 and to perform diligently the duties and services appertaining to such offices, as well
as such additional duties and services appropriate to such offices which the parties mutually may
agree upon from time to time. Executive&#146;s employment shall also be subject to the policies
maintained and established by Company that are of general applicability to Company&#146;s executive
employees, as such policies may be amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.4</B> <U><B>Other Interests</B></U>. Executive agrees, during the period of his employment by
Company, to devote substantially all of his business time, energy and efforts to the business and
affairs of Company and its Affiliates and not to engage, directly or indirectly, in any other
business or businesses, whether or not similar to that of Company, except with the consent of the
Board. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in
passive personal investment and charitable activities that do not conflict with the business and
affairs of Company or interfere with Executive&#146;s performance of his duties hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.5</B> <U><B>Duty of Loyalty</B></U>. Executive acknowledges and agrees that Executive owes a
fiduciary duty of loyalty to act at all times in the best interests of Company. In keeping with
such duty, Executive shall make full disclosure to Company of all business opportunities pertaining
to Company&#146;s business
and shall not appropriate for Executive&#146;s own benefit business opportunities concerning
Company&#146;s business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 3: </B><U><B>TERM AND TERMINATION OF EMPLOYMENT</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.1</B> <U><B>Term</B></U>. Unless sooner terminated pursuant to other provisions hereof, Company
agrees to employ Executive for the period beginning on the Effective Date and ending on the third
anniversary of the Effective Date (the <B>&#147;Initial Expiration Date&#148;</B>); provided, however, that
beginning on the Initial Expiration Date, and on each anniversary of the Initial Expiration Date
thereafter, if this Agreement has not been terminated pursuant to Section&nbsp;3.2 or 3.3, then said
term of employment shall automatically be extended for an additional one-year period unless
on</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or
before the date that is 90&nbsp;days prior to the first day of any such extension period either party
shall give written notice to the other that no such automatic extension shall occur.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.2 </B><U><B>Company&#146;s Right to Terminate</B></U>. Notwithstanding the provisions of Section&nbsp;3.1,
Company shall have the right to terminate Executive&#146;s employment under this Agreement at any time
for any of the following reasons:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;upon Executive&#146;s death;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;upon Executive&#146;s Disability;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;for Cause; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;for any other reason whatsoever, in the sole discretion of the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.3</B>
<B><U>Executive&#146;s Right to Terminate</U></B>. Notwithstanding the provisions of Section&nbsp;3.1
Executive shall have the right to terminate his employment under this Agreement for any of the
following reasons:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) as a result of a Change in Duties; provided, however, that prior to Executive&#146;s
termination as a result of a Change of Duties, Executive must give written notice to Company
of the specific occurrence that resulted in the Change in Duties and such occurrence must
remain uncorrected for 10&nbsp;days following such written notice; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) at any time for any other reason whatsoever, in the sole discretion of Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.4 </B><U><B>Notice of Termination</B></U>. If Company desires to terminate Executive&#146;s employment
hereunder at any time prior to expiration of the term of employment as provided in Section&nbsp;3.1, it
shall do so by giving written notice to Executive that it has elected to terminate Executive&#146;s
employment hereunder
and stating the effective date and reason for such termination, provided that no such action
shall alter or amend any other provisions hereof or rights arising hereunder. If Executive desires
to terminate his employment hereunder at any time prior to expiration of the term of employment as
provided in Section&nbsp;3.1, he shall do so by giving a 30-day written notice to Company that he has
elected to terminate his employment hereunder and stating the effective date and reason for such
termination, provided that no such action shall alter or amend any other provisions hereof or
rights arising hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.5 </B><U><B>Deemed Resignations</B></U>. Any termination of Executive&#146;s employment shall constitute
an automatic resignation of Executive as an officer of Company and each Affiliate of Company, and
an automatic resignation of Executive from the Board (if applicable) and from the board of
directors of any Affiliate of Company and from the board of directors or similar governing body of
any corporation, limited liability company or other entity in which Company or any Affiliate holds
an equity interest and with respect to which board or similar governing body Executive serves as
Company&#146;s or such Affiliate&#146;s designee or other representative.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 4: </B><U><B>COMPENSATION AND BENEFITS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.1 </B><U><B>Base Salary</B></U>. During the period of this Agreement, Executive shall receive a
minimum Annual Base Salary of $510,000. Executive&#146;s Annual Base Salary shall be reviewed by the
Compensation Committee on an annual basis, and, in the sole discretion of the Compensation
Committee, such Annual Base Salary may be increased, but not decreased, effective as of any date
determined by the Compensation Committee. Executive&#146;s Annual Base Salary shall be paid in equal
installments in accordance with Company&#146;s standard policy regarding payment of compensation to
executives but no less frequently than monthly.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.2 </B><U><B>Bonuses</B></U>. Executive shall be eligible to participate in Company&#146;s annual bonus
plan or plans applicable to Executive as approved from time to time by the Board or the
Compensation Committee in amounts to be determined by the Compensation Committee based upon
criteria established by the Compensation Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.3 </B><U><B>Other Perquisites</B></U>. During his employment hereunder, Executive shall be afforded
the following benefits as incidences of his employment:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)<B>&nbsp;Business and Entertainment Expenses </B>&#150; Subject to Company&#146;s standard policies and
procedures with respect to expense reimbursement as applied to its executive employees
generally, Company shall no less frequently than monthly reimburse Executive for, or pay on
behalf of Executive, reasonable and appropriate expenses incurred by Executive for business
related purposes, including dues and fees to industry and professional organizations and
costs of entertainment and business development.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)<B>&nbsp;Vacation </B>&#150; During his employment hereunder, Executive shall be entitled to five
weeks of paid vacation each calendar year (or such greater amount of vacation as provided to
executives of Company generally) and to all holidays provided to executives of Company
generally.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)<B>&nbsp;Automobile </B>&#150; The Company shall lease for and provide to Executive a vehicle
designated by Executive; provided, however, that the lease cost to the Company of such
vehicle shall not exceed $800 per month.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)<B>&nbsp;Other Company Benefits </B>&#150; Executive and, to the extent applicable, Executive&#146;s
spouse, dependents and beneficiaries, shall be allowed to participate in all benefits, plans
and programs, including improvements or modifications of the same, which are now, or may
hereafter be, available to other executive employees of Company. Such benefits, plans and
programs shall include, without limitation, any profit sharing plan, thrift plan, health
insurance or health care plan, life insurance, disability insurance, pension plan,
supplemental retirement plan, vacation and sick leave plan, and the like which may be
maintained by Company. Company shall not, however, by reason of this paragraph be obligated
to institute, maintain, or refrain from changing, amending, or discontinuing, any such
benefit plan or program, so long as such changes are similarly applicable to executive
employees generally.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 5: </B><U><B>EFFECT OF TERMINATION ON COMPENSATION; ADDITIONAL PAYMENTS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.1 </B><U><B>Termination Other Than
an Involuntary Termination</B></U>. If Executive&#146;s employment
hereunder shall terminate upon expiration of the term provided in Section&nbsp;3.1 hereof because either
party has provided the notice contemplated in such paragraph, or if Executive&#146;s employment
hereunder shall terminate for any other reason except those described in Sections&nbsp;5.2 and 5.3, then
all compensation and all benefits to Executive hereunder shall continue to be provided until the
date of such termination of employment and such compensation and benefits shall terminate
contemporaneously with such termination of employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.2 </B><U><B>Involuntary Termination Other Than During a Change of Control Period</B></U>. Subject to
the provisions of Section&nbsp;5.6 hereof, if Executive&#146;s employment by Company or any subsidiary
thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to a
Change of Control or after the expiration of a Change of Control Period, then Company shall, as
additional compensation for services rendered to Company (including its subsidiaries), pay to
Executive the following amounts and take the following actions after the last day of Executive&#146;s
employment with Company:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Pay Executive the Monthly Severance Amount on the first day of each month
throughout the Severance Period; provided, however, that if commencement of such payments
would cause any part of the Monthly Severance Amount to be subject to additional taxes and
interest under Section&nbsp;409A of the Code, then the payment of the Monthly Severance Amount
shall be deferred to the earliest date upon which such
payments can commence without being subject to such additional taxes and interest and
the first payment of the Monthly Severance Amount shall include all amounts that would have
been paid prior to the date of such payment but for the deferral required pursuant to this
sentence.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Cause Executive and those of his dependents (including his spouse) who were covered
under Company&#146;s medical and dental benefit plans on the day prior to Executive&#146;s Involuntary
Termination to continue to be covered under such plans (or to receive equivalent benefits)
throughout the Severance Period at no greater cost to Executive than that applicable to a
similarly situated Company executive who has not terminated employment; provided, however,
that (i)&nbsp;such coverage shall terminate if and to the extent Executive becomes eligible to
receive medical and dental coverage from a subsequent employer (and any such eligibility
shall be promptly reported to Company by Executive), (ii)&nbsp;if Executive (and/or his spouse)
would have been entitled to retiree medical and/or dental coverage under Company&#146;s plans had
he voluntarily retired on the date of such Involuntary Termination, then such coverages
shall be continued as provided under such plans, and (iii)&nbsp;such coverage to Executive (or
the receipt of equivalent benefits) shall be provided under one or more insurance policies
so that reimbursement or payment of benefits to Executive thereunder shall not result in
taxable income to Executive (or, if any such reimbursement or payment of benefits is
taxable, then Company shall pay to Executive an amount as shall be required to hold
Executive harmless from any additional tax liability (including liability under Section&nbsp;409A
of the Code) resulting from the failure by Company to so provide insurance policies so that
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;reimbursement or payment of benefits to Executive thereunder shall not result in taxable
income to Executive).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.3 </B><U><B>Involuntary Termination During a Change of Control Period</B></U>. Subject to the
provisions of Section&nbsp;5.6 hereof, if Executive&#146;s employment by Company or any subsidiary thereof or
successor thereto shall be subject to an Involuntary Termination during a Change of Control Period,
then Company shall, as additional compensation for services rendered to Company (including its
subsidiaries), pay to Executive the following amounts and take the following actions after the last
day of Executive&#146;s employment with Company:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on
or before the fifth day after the last day of Executive&#146;s employment with Company; provided,
however, that if the lump sum cash payment would be subject to additional taxes and interest
under Section&nbsp;409A of the Code, then payment of the lump sum cash payment shall be deferred
to the earliest date upon which such amount can be paid without being subject to such
additional taxes and interest.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Cause any and all outstanding options to purchase common stock of Company held by
Executive to become immediately exercisable in full and cause Executive&#146;s accrued benefits
under any and all nonqualified deferred compensation plans sponsored by Company to become
immediately nonforfeitable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Cause Executive and those of his dependents (including his spouse) who were covered
under Company&#146;s medical and dental benefit plans on the day prior to Executive&#146;s Involuntary
Termination to continue to be covered under such plans (or to receive equivalent benefits)
throughout the Severance Period at no greater cost to Executive than that applicable to a
similarly situated Company executive who has not terminated employment; provided, however,
that (i)&nbsp;such coverage shall terminate if and to the extent Executive becomes eligible to
receive medical and dental coverage from a subsequent employer (and any such eligibility
shall be promptly reported to Company by Executive), (ii)&nbsp;if Executive (and/or his spouse)
would have been entitled to retiree medical and/or dental coverage under Company&#146;s plans had
he voluntarily retired on the date of such Involuntary Termination, then such coverages
shall be continued as provided under such plans, and (iii)&nbsp;such coverage to Executive (or
the receipt of equivalent benefits) shall be provided under one or more insurance policies
so that reimbursement or payment of benefits to Executive thereunder shall not result in
taxable income to Executive (or, if any such reimbursement or payment of benefits is
taxable, then Company shall pay to Executive an amount as shall be required to hold
Executive harmless from any additional tax liability (including liability under Section&nbsp;409A
of the Code) resulting from the failure by Company to so provide insurance policies so that
reimbursement or payment of benefits to Executive thereunder shall not result in taxable
income to Executive).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.4 </B><U><B>Interest on Late Payments</B></U>. If any payment provided for in Section&nbsp;5.2 or
Section&nbsp;5.3 hereof is not made when due, then Company shall pay to Executive interest on the amount
payable from the date that such payment should have been made under such Section until such payment
is made, which interest shall be calculated at 2% plus the prime or base rate
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of interest announced
by JPMorgan Chase Bank (or any successor thereto) at its principal office in New York, and shall
change when and as any such change in such prime or base rate shall be announced by such bank, and
shall further hold Executive harmless from any liability under Section&nbsp;409A of the Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.5 </B><U><B>Parachute Payments</B></U>. Notwithstanding anything to the contrary in this Agreement,
if Executive is a &#147;disqualified individual&#148; (as defined in Section&nbsp;280G(c) of the Code), and the
benefits provided for in this Article, together with any other payments and benefits which
Executive has the right to receive from Company and its Affiliates, would constitute a &#147;parachute
payment&#148; (as defined in Section&nbsp;280G(b)(2) of the Code), then the benefits provided hereunder
(beginning with any benefit to be paid in cash hereunder) shall be either (1)&nbsp;reduced (but not
below zero) so that the present value of such total amounts and benefits received by Executive from
Company will be one dollar ($1.00) less than three times Executive&#146;s &#147;base amount&#148; (as defined in
Section&nbsp;280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by
Executive shall be subject to the excise tax imposed by Section&nbsp;4999 of the Code or (2)&nbsp;paid in
full, whichever produces the better net after-tax position to Executive (taking into account any
applicable excise tax under Section&nbsp;4999 of the Code and any other applicable taxes). The
determination as to whether any such reduction in the amount of the benefits provided hereunder is
necessary shall be made by the Compensation Committee in good faith. If a reduced cash
payment is made and through error or otherwise that payment, when aggregated with other
payments and benefits from Company (or its Affiliates) used in determining if a &#147;parachute payment&#148;
exists, exceeds one dollar ($1.00) less than three times Executive&#146;s base amount, then Executive
shall immediately repay such excess to Company upon notification that an overpayment has been made.
Nothing in this Section&nbsp;5.5 shall require Company to be responsible for, or have any liability or
obligation with respect to, Executive&#146;s excise tax liabilities under Section&nbsp;4999 of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.6 </B><U><B>Release and Full Settlement</B></U>. As a condition to the receipt of any severance
compensation and benefits under this Agreement, Executive will enter into and deliver to the
Company a separate full release and waiver substantially in the form attached hereto as Exhibit&nbsp;A
(with such changes to such form as the Company may reasonably require to reflect the circumstances
relating to the termination of Executive&#146;s employment and/or changes in applicable law).
Notwithstanding anything to the contrary in this Agreement, severance compensation and other
benefits will not be payable by the Company unless and until the release has been executed by
Executive, has not been revoked and is no longer subject to revocation by Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.7 </B><U><B>Liquidated Damages</B></U>. In light of the difficulties in estimating the damages for an
early termination of Executive&#146;s employment under this Agreement, Company and Executive hereby
agree that the payments, if any, to be received by Executive pursuant to this Article&nbsp;5 shall be
received by Executive as liquidated damages.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.8 </B><U><B>Other Benefits</B></U>. This Agreement governs the rights and obligations of Executive
and Company with respect to Executive&#146;s base salary and certain perquisites of employment. Except
as expressly provided herein, Executive&#146;s rights and obligations both during the term of his
employment and thereafter with respect to stock options, restricted stock, incentive and deferred
compensation, life insurance policies insuring the life of Executive, and other benefits
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">under the
plans and programs maintained by Company shall be governed by the separate agreements, plans and
other documents and instruments governing such matters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 6: </B><U><B>PROTECTION OF CONFIDENTIAL INFORMATION</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.1 </B><U><B>Disclosure to and Property of Company</B></U>. All information, designs, ideas, concepts,
improvements, product developments, discoveries and inventions, whether patentable or not, that are
conceived, made, developed or acquired by Executive, individually or in conjunction with others,
during the period of Executive&#146;s employment by Company (whether during business hours or otherwise
and whether on Company&#146;s premises or otherwise) that relate to Company&#146;s (or any of its
Affiliates&#146;) business, trade secrets, products or services (including, without limitation, all such
information relating to corporate opportunities, product specification, compositions, manufacturing
and distribution methods and processes, research, financial and sales data, pricing terms,
evaluations,
opinions, interpretations, acquisitions prospects, the identity of customers or their
requirements, the identity of key contacts within the customer&#146;s organizations or within the
organization of acquisition prospects, marketing and merchandising techniques, business plans,
computer software or programs, computer software and database technologies, prospective names and
marks) (collectively, &#147;<B>Confidential Information</B>&#148;) shall be disclosed to Company and are and shall
be the sole and exclusive property of Company (or its Affiliates). Moreover, all documents,
videotapes, written presentations, brochures, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic
databases, maps, drawings, architectural renditions, models and all other writings or materials of
any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions
and other similar forms of expression (collectively, &#147;<B>Work Product</B>&#148;) are and shall be the sole and
exclusive property of Company (or its Affiliates). Upon Executive&#146;s termination of employment with
Company, for any reason, Executive promptly shall deliver such Confidential Information and Work
Product, and all copies thereof, to Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.2 </B><U><B>Disclosure to Executive</B></U>. Company has and will disclose to Executive, or place
Executive in a position to have access to or develop, Confidential Information and Work Product of
Company (or its Affiliates); and/or has and will entrust Executive with business opportunities of
Company (or its Affiliates); and/or has and will place Executive in a position to develop business
good will on behalf of Company (or its Affiliates). Executive agrees to preserve and protect the
confidentiality of all Confidential Information or Work Product of Company (or its Affiliates).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.3 </B><U><B>No Unauthorized Use or Disclosure</B></U>. Executive agrees that he will not, at any time
during or after Executive&#146;s employment by Company, make any unauthorized disclosure of, and will
prevent the removal from Company premises of, Confidential Information or Work Product of Company
(or its Affiliates), or make any use thereof, except in the carrying out of Executive&#146;s
responsibilities during the course of Executive&#146;s employment with Company. Executive shall use
commercially reasonable efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and conditions set forth
herein as though each such person or entity was bound hereby. Executive shall have no obligation
hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof
is specifically required by law; provided, however, that in the event
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">disclosure is required by
applicable law, Executive shall provide Company with prompt notice of such requirement prior to
making any such disclosure, so that Company may seek an appropriate protective order. At the
request of Company at any time, Executive agrees to deliver to Company all Confidential Information
that he may possess or control. Executive agrees that all Confidential Information of Company
(whether now or hereafter existing) conceived, discovered or made by him during the period of
Executive&#146;s employment by Company exclusively belongs to Company (and not to Executive), and
Executive will promptly disclose such Confidential Information to Company and perform all actions
reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of
Company shall be third party beneficiaries of Executive&#146;s obligations under this Article&nbsp;6. As a
result of Executive&#146;s employment by Company, Executive may also from time to time have access to,
or knowledge of, Confidential Information or Work Product of third parties,
such as customers, suppliers, partners, joint venturers, and the like, of Company and its
Affiliates. Executive also agrees to preserve and protect the confidentiality of such third party
Confidential Information and Work Product to the same extent, and on the same basis, as Company&#146;s
Confidential Information and Work Product.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.4 </B><U><B>Ownership by Company</B></U>. If, during Executive&#146;s employment by Company, Executive
creates any work of authorship fixed in any tangible medium of expression that is the subject
matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs,
E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models,
manuals, brochures, or the like) relating to Company&#146;s business, products, or services, whether
such work is created solely by Executive or jointly with others (whether during business hours or
otherwise and whether on Company&#146;s premises or otherwise), including any Work Product, Company
shall be deemed the author of such work if the work is prepared by Executive in the scope of
Executive&#146;s employment; or, if the work is not prepared by Executive within the scope of
Executive&#146;s employment but is specially ordered by Company as a contribution to a collective work,
as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work,
as a compilation, or as an instructional text, then the work shall be considered to be work made
for hire and Company shall be the author of the work. If such work is neither prepared by
Executive within the scope of Executive&#146;s employment nor a work specially ordered that is deemed to
be a work made for hire, then Executive hereby agrees to assign, and by these presents does assign,
to Company all of Executive&#146;s worldwide right, title, and interest in and to such work and all
rights of copyright therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.5 </B><U><B>Assistance by Executive</B></U>. During the period of Executive&#146;s employment by Company
and thereafter, Executive shall reasonably assist Company and its nominee, at any time, in the
protection of Company&#146;s (or its Affiliates&#146;) worldwide right, title and interest in and to Work
Product and the execution of all formal assignment documents requested by Company or its nominee
and the execution of all lawful oaths and applications for patents and registration of copyright in
the United States and foreign countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.6 </B><U><B>Remedies</B></U>. Executive acknowledges that money damages would not be sufficient
remedy for any breach of this Article&nbsp;6 by Executive, and Company or its Affiliates shall be
entitled to enforce the provisions of this Article&nbsp;6 by terminating payments then owing to
Executive under this Agreement or otherwise and to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be deemed the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">exclusive
remedies for a breach of this Article&nbsp;6 but shall be in addition to all remedies available at law
or in equity, including the recovery of damages from Executive and his agents.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 7: </B><u><B>NON-COMPETITION OBLIGATIONS</B></u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.1 </B><u><B>General</B></u>. As part of the consideration for Company&#146;s employment of Executive and the compensation and
benefits that may be paid to Executive hereunder; to protect the trade secrets and Confidential
Information of Company or its Affiliates that have been and will in the future be disclosed or
entrusted to Executive, the business good will of Company or its Affiliates that has been and will
in the future be developed in Executive, or the business opportunities that have been and will in
the future be disclosed or entrusted to Executive by Company or its Affiliates; and as an
additional incentive for Company to enter into this Agreement, Company and Executive agree to the
provisions of this Article&nbsp;7. Executive agrees that during his employment with Company and for a
period of two (2)&nbsp;years following the termination of Executive&#146;s employment with Company for any
reason (the &#147;<B>Non-Compete Period</B>&#148;), Executive shall not:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) directly or indirectly, either as principal, agent, independent contractor,
consultant, director, officer, employee, employer, advisor, stockholder, partner or in any
other individual or representative capacity whatsoever, either for his own benefit or for
the benefit of any other person or entity either (i)&nbsp;hire, contract or solicit, or attempt
any of the foregoing with respect to hiring any employee of Company or its Affiliates, or
(ii)&nbsp;induce or otherwise counsel, advise, or encourage any employee of Company or its
Affiliates to leave the employment of Company or its affiliates; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) within 150 air miles of any office or shop of Company existing at the time of such
employment or such termination, as applicable:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) directly or indirectly participate in the ownership, management, operation
or control of, or be connected as an officer, employee, partner, director,
contractor or otherwise with, or have any financial interest in or act as a
consultant to any business in any of the business territories in which Company is
presently or from time-to-time conducting business that either conducts a business
substantially similar to that conducted by Company or its Affiliates or provides or
sells a service or product that is the same, substantially similar to or otherwise
competitive with the products and services provided or sold by Company or its
Affiliates (a &#147;<B>Competitive Operation</B>&#148;); provided, however, that this provision shall
not preclude Executive after the termination of his employment with Company from
owning less than 2% of the equity securities of any publicly held Competitive
Operation so long as Executive does not serve as an employee, officer, director or
consultant to such business;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) directly or indirectly, either as principal, agent, independent
contractor, consultant, director, officer, employee, employer, advisor, stockholder,
partner or in any other individual or representative capacity whatsoever, either for
his own benefit or for the benefit of any other person or entity call upon, solicit,
divert or take away, any customer or vendor of Company or its Affiliates  with</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">whom
Executive dealt, directly or indirectly, during his engagement with Company or its
Affiliates, in connection with a Competitive Operation; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;call upon any prospective acquisition candidate on Executive&#146;s own behalf
or on behalf of any Competitive Operation, which candidate is a Competitive
Operation or which candidate was, to Executive&#146;s knowledge after
due inquiry, either called upon by Company or for which Company or any of its
Affiliates made an acquisition analysis, for the purpose of acquiring such entity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.2 </B><U><B>Non-Disparagement</B></U>. During Executive&#146;s employment with Company and following any
termination of employment with Company, each of Company and Executive agree not to disparage,
either orally or in writing, the other, or any of the business, products, services or practices of
the Company, or any of their directors, officers, agents, representatives, stockholders, employees
or Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.3 </B><U><B>Remedies</B></U>. Executive acknowledges that money damages would not be sufficient
remedy for any breach of this Article&nbsp;7 by Executive, and Company or its Affiliates shall be
entitled to enforce the provisions of this Article&nbsp;7 by terminating payments then owing to
Executive under this Agreement or otherwise and to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive
remedies for a breach of this Article&nbsp;7 but shall be in addition to all remedies available at law
or in equity, including the recovery of damages from Executive and his agents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.4 </B><U><B>Reformation</B></U>. Company and Executive agree that the foregoing restrictions are
reasonable under the circumstances and that any breach of the covenants contained in this Article&nbsp;7
would cause irreparable injury to Company. Executive understands that the foregoing restrictions
may limit Executive&#146;s ability to engage in certain businesses anywhere in the United States during
the Non-Compete Period, but acknowledges that Executive will receive sufficiently high remuneration
and other benefits from Company to justify such restriction. Further, Executive acknowledges that
his skills are such that he can be gainfully employed in non-competitive employment, and that the
agreement not to compete will in no way prevent him from earning a living. Nevertheless, if any of
the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or
overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the
restrictions therein set forth to be modified by the court making such determination so as to be
reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this
contractual modification prospectively at this time, Company and Executive intend to make this
provision enforceable under the law or laws of all applicable States so that the entire agreement
not to compete and this Agreement as prospectively modified shall remain in full force and effect
and shall not be rendered void or illegal. Such modification shall not affect the payments made to
Executive under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 8: </B><U><B>MISCELLANEOUS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.1 </B><U><B>Indemnification</B></U>. If Executive shall obtain any money judgment or otherwise
prevail with respect to any litigation brought by Executive or Company to enforce or interpret any
provision contained herein, Company, to the fullest extent permitted by applicable law,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">hereby
indemnifies Executive
for his reasonable attorneys&#146; fees and disbursements incurred in such litigation and hereby
agrees (i)&nbsp;to pay in full all such fees and disbursements and (ii)&nbsp;to pay prejudgment interest on
any money judgment obtained by Executive from the earliest date that payment to him should have
been made under this Agreement until such judgment shall have been paid in full, which interest
shall be calculated at 2% plus the prime or base rate of interest announced by JPMorgan Chase Bank
(or any successor thereto) at its principal office in New York, and shall change when and as any
such change in such prime or base rate shall be announced by such bank.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.2 </B><U><B>Payment Obligations Absolute</B></U>. Except as specifically provided in Sections&nbsp;6.6 and
7.4, Company&#146;s obligation to pay (or cause one of its subsidiaries to pay) Executive the amounts
and to make the arrangements provided herein shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which Company (including its subsidiaries) may have against him
or anyone else. All amounts payable by Company (including its subsidiaries hereunder) shall be
paid without notice or demand. Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of this Agreement, and,
except as provided in Sections&nbsp;5.2(b) or 5.3(c) hereof, the obtaining of any such other employment
shall in no event effect any reduction of Company&#146;s obligations to make (or cause to be made) the
payments and arrangements required to be made under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.3 </B><U><B>Notices</B></U>. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>If to Company to:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Superior Well Services, Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">1380 Rt. 286 East, Suite #121</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indiana, Pennsylvania 15701</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attention: Chairman of the Board of Directors</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>If to Executive to:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">David E. Wallace</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">110 Franklin Circle</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indiana, PA 15701</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other address as either party may furnish to the other in writing in accordance
herewith, except that notices or changes of address shall be effective only upon receipt.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.4 </B><U><B>Applicable Law</B></U>. This Agreement is entered into under, and shall be governed for
all purposes by, the laws of the Commonwealth of Pennsylvania.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.5 </B><U><B>No
Waiver</B></U>. No failure by either party hereto at any time to give notice of any breach by the other
party of, or to require compliance with, any condition or provision of this Agreement shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.6 </B><U><B>Severability</B></U>. Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.7 </B><U><B>Counterparts</B></U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.8 </B><U><B>Withholding of Taxes and Other Employee Deductions</B></U>. Company may withhold from any
benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as
may be required pursuant to any law or governmental regulation or ruling and all other normal
employee deductions made with respect to Company&#146;s employees generally.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.9 </B><U><B>Headings</B></U>. The paragraph headings have been inserted for purposes of convenience
and shall not be used for interpretive purposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.10 </B><U><B>Gender and Plurals</B></U>. Wherever the context so requires, the masculine gender
includes the feminine or neuter, and the singular number includes the plural and conversely.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.11 </B><U><B>Assignment</B></U>. This Agreement shall be binding upon and inure to the benefit of
Company and any successor of Company, by merger or otherwise. This Agreement shall also be binding
upon and inure to the benefit of Executive and his estate. If Executive shall die prior to full
payment of amounts due pursuant to this Agreement, such amounts shall be payable pursuant to the
terms of this Agreement to his estate. Executive shall not have any right to pledge, hypothecate,
anticipate or assign this Agreement or the rights hereunder, except by will or the laws of descent
and distribution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.12 </B><U><B>Term</B></U>.
This Agreement has a term co-extensive with the term of employment provided in Section&nbsp;3.1.
Termination shall not affect any right or obligation of any party which is accrued or vested prior
to such termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.13 </B><U><B>Entire Agreement</B></U>. This Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to such subject matter.
Without limiting the scope of the preceding sentence, all understandings and agreements preceding
the date of execution of this Agreement and relating to the subject matter hereof are hereby null
and void and of no further force and effect, including, without limitation, all prior employment
and severance agreements, if any, by and between Company and Executive. Any modification of this
Agreement will be effective only if it is in writing and signed by the party to be charged.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Agreement on the 15<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day
of September, 2008, to be effective as of the Effective Date.</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->


<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left"><B>SUPERIOR WELL SERVICES, INC.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">/s/ Thomas W. Stoelk</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Thomas W. Stoelk</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>COMPANY</B></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ David E. Wallace</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">David E. Wallace</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>EXECUTIVE</B></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

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<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>EXHIBIT A</B>

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<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>RELEASE AGREEMENT</B>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Release Agreement (this &#147;Agreement&#148;) constitutes the release referred to in that certain
Employment Agreement (the &#147;Employment Agreement&#148;) dated as of September&nbsp;15, 2008, by and between
David E. Wallace (&#147;Executive&#148;) and Superior Well Services, Inc. (the &#147;Company&#148;).
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For good and valuable consideration, including the Company&#146;s provision of certain payments and
benefits to Executive in accordance with Section&nbsp;5.2 or 5.3 of the Employment Agreement, Executive
hereby releases, discharges and forever acquits the Company, its Affiliates and the past, present
and future stockholders, members, partners, directors, managers, employees, agents, attorneys,
heirs, legal representatives, successors and assigns of the foregoing, in their personal and
representative capacities (collectively, the &#147;Company Parties&#148;), from liability for, and hereby
waives, any and all claims, damages, or causes of action of any kind related to Executive&#146;s
employment with any Company Party, the termination of such employment, and any other acts or
omissions related to any matter with respect to Executive&#146;s employment with the Company on or prior
to the date of this Agreement including without limitation any alleged violation through the date
of this Agreement of: (i)&nbsp;the Age Discrimination in Employment Act of 1967, as amended; (ii)&nbsp;Title
VII of the Civil Rights Act of 1964, as amended; (iii)&nbsp;the Civil Rights Act of 1991; (iv)&nbsp;Section
1981 through 1988 of Title 42 of the United States Code, as amended; (v)&nbsp;the Employee Retirement
Income Security Act of 1974, as amended; (vi)&nbsp;the Immigration Reform Control Act, as amended; (vii)
the Americans with Disabilities Act of 1990, as amended; (viii)&nbsp;the Fair Labor Standards Act, as
amended; (ix)&nbsp;the Occupational Safety and Health Act, as amended; (x)&nbsp;the Worker Adjustment and
Retraining Notification Act of 1988; (xi)&nbsp;the Sarbanes-Oxley Act of 2002; (xii)&nbsp;the Pennsylvania
Human Relations Act; (xiii)&nbsp;the Pennsylvania Minimum Wage Act; (xiv)&nbsp;the Pennsylvania Equal Pay
Law, as amended; (xv)&nbsp;the Pennsylvania Wage Payment and Collection Law, as amended; (xvi)&nbsp;any other
state anti-discrimination law; (xvii)&nbsp;any other state wage and hour law; (xviii)&nbsp;any other local,
state or federal law, regulation, or ordinance; (xix)&nbsp;any public policy, contract, tort, or common
law claim; (xx)&nbsp;any allegation for costs, fees, or other expenses including attorneys&#146; fees
incurred in these matters; (xxi)&nbsp;any and all rights, benefits, or claims Executive may have under
any employment contract, incentive compensation plan, or stock option plan with any Company Party,
or to any ownership interest in any Company Party, except as expressly provided in the Employment
Agreement and any incentive compensation, equity, or stock option plan or agreement between
Executive and the Company or except as arising out of Executive&#146;s current status as a holder of
equity in any Company Party; and (xxii)&nbsp;any claim for compensation or benefits of any kind not
expressly set forth in the Employment Agreement or any such incentive compensation, equity, or
stock option plan or agreement (collectively, the &#147;Released Claims&#148;). This Agreement is not
intended to indicate that any such claims exist or that, if they do exist, they are meritorious.
Rather, Executive is simply agreeing that, in exchange for the consideration recited in the first
sentence of this paragraph, any and all potential claims of this nature that Executive may have
against the Company Parties, regardless of whether they actually exist, are expressly settled,
compromised and waived. By signing this Agreement, Executive is
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">bound by it. Anyone who succeeds to Executive&#146;s rights and responsibilities, such as heirs or
the executor of Executive&#146;s estate, is also bound by this Agreement. This release also applies to
any claims brought by any person or agency or class action under which Executive may have a right
or benefit. <B>THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER
GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES</B>.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive affirms that he has not filed, caused to be filed, and presently is not a party to,
any claim, complaint, or action against Employer in any forum or form. Executive further affirms
that he&nbsp; has been paid and/or has received all leave (paid or unpaid), compensation, wages,
bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or
unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to him, except as
provided in the Employment Agreement. Executive furthermore affirms that he has no known workplace
injuries or occupational diseases and has been provided and/or has not been denied any leave
requested under the Family and Medical Leave Act of 1993.&nbsp;&nbsp;Executive agrees not to bring or join
any lawsuit against any of the Company Parties in any court relating to any of the Released Claims.
Executive represents that Executive has not brought or joined any lawsuit or filed any charge or
claim against any of the Company Parties in any court or before any government agency and has made
no assignment of any rights Executive has asserted or may have against any of the Company Parties
to any person or entity, in each case, with respect to any Released Claims. If Executive brings or
joins any lawsuit against any of the Company Parties in any court (except as necessary to protect
Executive&#146;s rights under this release or with respect to Executive&#146;s entry into this release)
relating to any of the Released Claims, and Executive is the prevailing party in such lawsuit,
Executive shall be obligated to return to the Company all amounts paid to Executive under this
release, to the extent permitted under applicable law and ordered by the court. Further, if
Executive violates the covenant not to sue set forth in this paragraph, Executive shall be required
to pay all costs and expenses (including the reasonable fees of counsel, related disbursements of
counsel and court costs) incurred by any Company Party to defend such lawsuit or other claim.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By executing and delivering this Agreement, Executive acknowledges that:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Executive has carefully read this Agreement;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Executive has had at least 21&nbsp;days to consider this Agreement before the execution
and delivery hereof to the Company;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Executive has been and hereby is advised in writing that Executive may, at
Executive&#146;s option, discuss this Agreement with an attorney of Executive&#146;s choice and that
Executive has had adequate opportunity to do so; and
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Executive fully understands the final and binding effect of this Agreement; the
only promises made to Executive to sign this Agreement are those stated in the Employment
Agreement and herein; and Executive is signing this Agreement voluntarily and of Executive&#146;s
own free will, and that Executive understands and agrees to each of the terms of this
Agreement.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery
(and therefore the effectiveness) of this Agreement within the seven day period beginning on the
date Executive delivers this Agreement to the Company (such seven day period being referred to
herein as the &#147;Release Revocation Period&#148;). To be effective, such revocation must be in writing
signed by Executive and must be delivered to Jacob B. Linaberger before 11:59&nbsp;p.m., September&nbsp;22,
2008, Pennsylvania time, on the last day of the Release Revocation Period. If an effective
revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force
or effect and shall be null and void <U>ab initio</U>. No consideration shall be paid or provided
if this Agreement is revoked by Executive in the foregoing manner.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Executed on this 15th day of September, 2008.
</DIV>

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    <TD width="60%">&nbsp;</TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ David E. Wallace</TD>
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    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">David E. Wallace</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">STATE OF PENNSYLVANIA
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">COUNTY OF INDIANA
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BEFORE ME, the undersigned authority personally appeared in person, by me known or who
produced valid identification as described below, who executed the foregoing instrument and
acknowledged before me that he subscribed to such instrument on this 15th day of September, 2008.
</DIV>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Tonya Jean Hankinson
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    <TD>&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
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    <TD>&nbsp;</TD>
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Tonya Jean Hankinson
</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">NOTARY PUBLIC in and for the</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">State of Pennsylvania</TD>
    <TD>&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">My Commission Expires: April&nbsp;16, 2012</TD>
    <TD>&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Identification produced:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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