John E. Bruno Employment Agreement

THE PHOENIX RESOURCE COMPANIES, INC.


EMPLOYMENT AGREEMENT


Employee: John E. Bruno


Executive Capacity: Vice President -- Egyptian
Operations; Vice President and
General Manager, Phoenix Resources
Company of Qarun; Vice President,
Phoenix Resources Company of Egypt


Base Salary: $141,000.00


Effective Date: January 1, 1995


Stock Options: 25,000 stock options pursuant to the
1990 Employee Stock Option Plan,
issued separately on April 6, 1994


Overseas Location: Cairo, Egypt


In accord with the terms defined above and the attached Form of Executive Employment Agreement, The Phoenix Resource Companies, Inc. ("Phoenix"), a Delaware corporation, and Employee, hereby agree to this Executive Employment Agreement ("Agreement").


The Phoenix Resource Companies, Inc.


By /s/ George D. Lawrence Jr. /s/ John E. Bruno ------------------------------------ -------------------------------
George D. Lawrence Jr., President John E. Bruno 2
Form of
Executive Employment Agreement
with
The Phoenix Resource Companies, Inc.
("Phoenix")


1. Duties.


Commencing on the Effective Date, Phoenix will employ, or continue to employ, Employee in the Executive Capacity. Employee shall have the authority and duties commensurate with the Executive Capacity including, without limitation, taking such actions and exercising such authority as is consistent with the Executive Capacity and in the best interests of Phoenix, but within such limits as from time to time may be reasonably established by Employee's superiors and the Board of Directors of Phoenix. Employee shall perform such additional or different duties, and accept the election or appointment to such other offices or positions, as are reasonable in the context of the Executive Capacity. Employee shall devote substantially all of Employee's professional time and efforts to the performance of these duties.


2. Compensation.


For the duration of this Agreement, Phoenix shall pay Employee, in equal and consecutive semi-monthly installments, on Phoenix's regular payroll dates, the Base Salary. Employee shall also be eligible for discretionary bonuses.


Phoenix may, through the Audit and Compensation Committee of its Board of Directors and in its sole discretion, increase the Base Salary from time to time; any such action shall become effective immediately without further action as an amendment to this Agreement.


3. Expenses.


Phoenix shall reimburse Employee for all reasonable expenses paid or incurred by Employee in the performance of Employee's duties during the term of this Agreement. Such expenses will include, but not be limited to, reasonable travel expenses.


4. Employee Benefits.


During the duration of this Agreement, Employee shall be entitled to (i) the receipt of all other benefits of employment generally available to other salaried Phoenix employees, such as participation in group health and life insurance and vacation benefits and (ii) the use of a private office of size and furnishings appropriate to the Executive Capacity.


3 5. Stock Options & Incentive Plans.


Subject to the sole discretion of the Audit and Compensation Committee of the Board of Directors of Phoenix, Employee shall be eligible to participate in Phoenix's 1990 Employee Stock Option Plan and any other incentive compensation or deferred compensation plans as may exist from time to time.


6. Relocation.


Employee shall not be relocated from Employee's present station without Employee's consent, which consent shall not be unreasonably withheld. If such relocation is required by Phoenix and Employee does not so consent to be relocated from his present station and cannot continue Employee's duties at Employee's present station, then Phoenix shall terminate this contract under subparagraph 7(a)(ii). If Employee is stationed overseas, Employee shall receive customary overseas benefits, to be specifically agreed in writing at such time. Such overseas benefits shall not be considered a portion of Base Salary.


7. Termination.


(a) Acts of Termination. The term of Employee's employment hereunder shall commence on the Effective Date and shall terminate upon the earlier of:


(i) Disability. The death or total disability of Employee, with
the term "total disability" as used herein to mean the unexcused
absence from employment, or physical or m ...