CEO Employment Agreement

Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this " Agreement" ), dated as of ___, 2006, is by and between Ensource Energy, LLC, a Delaware limited liability company (the " Company" ), and Scott W. Smith (" Executive" ). WHEREAS, the Company desires to employ Executive as President and Chief Executive Officer of the Company, and Executive desires to be employed by the Company in said capacity; and WHEREAS, Execute is the holder of record and beneficial owner of a membership interest in the Company; WHEREAS, pursuant to that certain Amended and Restated Limited Liability Agreement of the Company, dated as of the date hereof (the " LLC Agreement" ), the Company' s items of income, gain, loss and deduction are allocated among each of its members in accordance with their respective sharing ratios (" Sharing Ratio" ) as set forth therein; WHEREAS, as a matter of separate inducement and not in lieu of any salary or other compensation for Executive' s services, the Company desires to grant Executive the right, subject to the conditions set forth herein, to an increased Sharing Ratio; and WHEREAS, each member of the Company desires to set forth in writing the terms and conditions of their understandings and agreements; NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the Company hereby agrees to employ Executive and Executive hereby accepts such employment upon the terms and conditions set forth in this Agreement: 1. Employment Period . (a) Subject to Sections 6 and 8 , the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, in accordance with the terms and provisions of this Agreement, for the period commencing as of the date hereof (the " Effective Date" ) and ending on the third anniversary of the Effective Date (the " Employment Period" ); provided , however , that the Employment Period shall automatically be renewed and extended for a period of 12 months commencing on the third anniversary of the Effective Date and on each successive day thereafter unless at least 90 days prior to the ensuing expiration date (but no more than 12 months prior to such expiration date), the Company or Executive shall have given written notice to the other that it or he, as applicable, does not wish to extend this Agreement (a " Non-Renewal Notice" ). The term " Employment Period ," as utilized in this Agreement, shall refer to the Employment Period as so automatically extended. (b) During the term of Executive' s employment with the Company, Executive shall serve as the President and Chief Executive Officer of the Company and, in so doing, shall report to the Board of Directors of the Company (the " Board" ). Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such positions, and shall have such other powers and

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duties (including holding officer positions with the Company and one or more subsidiaries of the Company) as may from time to time be prescribed by the Board, so long as such powers and duties are reasonable and customary for the President and Chief Executive Officer of an enterprise comparable to the Company. (c) During the term of Executive' s employment with the Company, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive' s reasonable best efforts to perform faithfully, effectively and efficiently such responsibilities. During the term of Executive' s employment with the Company, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, so long as such activities do not materially interfere with the performance of Executive' s responsibilities as an employee of the Company in accordance with this Agreement. (d) The parties expressly acknowledge that any performance of Executive' s responsibilities hereunder shall necessitate, and the Company shall provide, access to or the disclosure of Confidential Information (as defined in Section 11(a) below) to Executive and that Executive' s responsibilities shall include the development of the Company' s goodwill through Executive' s contacts with the Company' s customers and suppliers. 2. Compensation . (a) The Company shall pay Executive a base salary (" Base Salary" ) at the rate of $250,000 per annum for the period commencing on the Effective Date and ending on the Date of Termination. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. Any increase in Base Salary shall be in the discretion of the Board and, as so increased, shall constitute " Base Salary" hereunder. (b) Not later than January 31 of each year, the Board shall establish performance standards for purposes of determining eligibility for an annual cash bonus (a " Bonus" ) payable not later than March 31 of the following year. The target Bonus for Executive shall be 100% of his Base Salary. 3. Employee Benefits . (a) During the Employment Period, the Company shall provide Executive with coverage under all employee pension and welfare benefit programs, plans and practices, which the Company makes available to its senior executives (including, without limitation, participation in health, dental, group life, disability, retirement and all other plans and fringe benefits to the extent generally provided to such senior executives), commensurate with his position in the Company, to the extent permitted under the employee benefit plan or program, and in accordance with the terms of the program and/or plan. (b) Executive shall be entitled to vacation time generally available to executive employees of the Company (but no less than 15 business days paid vacation in each calendar year). Such vacation time shall accrue at a rate of 1.25 vacation days for each calendar month worked; provided , however , that during any given calendar year, Executive shall be able

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to take vacation days that will accrue during that calendar year, even if such days have not yet accrued. A maximum of five business days of accrued but unused vacation may be carried over from one calendar year to the next. (c) Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and promoting the business of the Company, including, without limitation, reasonable expenses for travel, lodgings, entertainment and similar items related to such duties and responsibilities. The Company will reimburse Executive for all such expenses upon presentation by Executive from time to time of appropriately itemized and approved (consistent with the Company' s policy) accounts of such expenditures. 4. Right to Increased Sharing Ratio. As a matter of separate inducement and not in lieu of any salary or other compensation for Executive' s services: (a) Effective as of the date 30 days after the date hereof, Executive' s Sharing Ratio shall be 2.25%. (b) Subject to Section 5, Executive' s Sharing Ratio shall be further increased by an additional 6.75% (the " Maximum Sharing Ratio" ) as follows: (i) Executive' s Sharing Ratio shall be increased to 4.50% at such time as the Common Unit Market Price is equal to or greater than the Applicable Price at any time during the period beginning on , 2007 and ending on , 2008 (such period, the " First Period" ); (ii) Executive' s Sharing Ratio shall be increased to 6.75% at such time as the Common Unit Market Price is equal to or greater than the Applicable Price at any time during the period beginning on , 2008 and ending on , 2009 (such period, the " Second Period" ); and (iii) Executive' s Sharing Ratio shall be increased to 9.00% at such time as the Common Unit Market Price is equal to or greater than the Applicable Price at any time during the period beginning on , 2009 and ending on , 2010 (such period, the " Third Period" ). (c) For purposes hereof: (i) " Applicable Price" means (A) with respect to the First Period, a price per Fund Common Unit equal to the sum of $33.48 plus the product of $2.68 and a fraction, the numerator of which is the number of 30-day periods that have elapsed, as of any date of determination, since___, 2007 and the denominator of which is 12; (B) with respect to the Second Period, a price per Fund Common Unit equal to the sum of $36.16 plus the product of $2.89 and a fraction, the numerator of which is the number of 30-day periods that have elapsed, as of any date of determination, since___, 2008 and the denominator of which is 12; (C) with respect to the Third Period, a price per Fund Common Unit equal to the sum of $39.05 plus the product of $3.12 and a fraction, the numerator of which is the number of 30-day periods that have elapsed, as of any date of determination, since___, 2009 and the denominator of which is 12 and (D) in each case, as such amounts may be adjusted by the Board of Directors in order to reflect the

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occurrence of any stock split or other subdivision, combination, reclassification, exchange, substitution or other transaction affecting the number of Fund Common Units outstanding. (ii) " Closing Price" means with respect to the Fund Common Units: (A) the closing sale price on such day on the principal stock exchange on which such security is then listed or admitted to trading, (B) if no such sale takes place on such day on such exchange, the average of the reported closing bid and asked prices for such security, as officially reported on such exchange, (C) if such security is not listed or admitted to trading on any such exchange, the average of the closing bid and asked prices of such security in the over-the-counter market on such day as reported by the National Association of Securities Dealers Automated Quotation System, (D) if such firm is not engaged in the business of reporting such prices, as reported by a similarly generally accepted reporting service or (E) if no such service is available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose. (iii) " Common Unit Market Price" means the average of the daily Closing Prices of the Fund Common Units (as defined in the LLC Agreement) for the twenty consecutive Trading Days prior to and including the date in question. (iv) " Trading Day" means with respect to the Fund Common Units: (A) if the applicable security is listed or admitted for trading on the New York Stock Exchange or other national or international securities exchange, a day on which the New York Stock Exchange or such other national or international securities exchange is open for business, (B) if the applicable security is quoted on the National Market System of the NASDAQ, a day on which trades may be made on such National Market System or (C) if the applicable security is not otherwise listed, admitted for trading or quoted, any business day. (d) The rights hereunder to an increase in Executive' s Sharing Ratio are not transferable and may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of such rights contrary to the provisions hereof, and the levy of any attachment or similar proceeding upon such rights, shall be null and void and without effect. 5. Acceleration and Termination of Rights to Increased Sharing Ratio. (a) In addition to the foregoing, Executive' s Sharing Ratio shall immediately and automatically increase to the Maximum Sharing Ratio upon the earlier of: (i) the time immediately prior to the consummation of a " Change of Control" (as defined in the LLC Agreement) of the Company that results in net proceeds to each Institutional Investor equal to or greater than the greater of (A) the Fair Market Value (as such term is defined in the LLC Agreement) of such Institutional Investor' s Membership Interests (as such term is defined in the LLC Agreement) and (B) the sum of the aggregate capital contributions made to the Company as of such date by such Institutional Investor (net of the aggregate distributions from the Company received by

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such Institutional Investor as of such date) plus an amount equal to an 8% per annum return thereon, such amount to be compounded quarterly; or (ii) the date Executive' s employment is terminated by the Company for other than Cause; or (iii) the date Executive' s employment is terminated by Executive for Good Reason; or (iv) the date on which each Institutional Investor shall have received cash distributions from the Company equal, in the aggregate, to the sum of (A) 120% of the aggregate amount of all capital contributions made to the Company by such Institutional Investor on or prior to any date of determination plus (B) the aggregate principal amount of all of the Company' s indebtedness for borrowed money outstanding on the date of any such determination. (b) Notwithstanding anything to the contrary in this Agreement, Executive' s rights hereunder to an increase in his Sharing Ratio shall terminate automatically and without notice upon termination of Executive' s employment by the Company if such termination is: (i) by the Company for Cause pursuant to Section 6(b) ; or (ii) by Executive for other than Good Reason pursuant to Section 6(e) ; or (iii) by reason of Executive' s disability pursuant to Section 6(g) ; or (iv) as a result of Executive' s death if his death occurs during his employment. 6. Termination of Employment . (a) Either Executive or the Company by action of the Board may terminate this Agreement, and Executive' s employment by the Company, for any reason after providing 30 days' written notice to the non-terminating party. If Executive terminates this Agreement pursuant to this provision, the Company will pay Executive on the Date of Termination (i) all accrued but unpaid Base Salary, (ii) a prorated amount of Executive' s Base Salary for accrued but unused vacation days, and (iii) reimbursements for any reasonable and necessary business expenses incurred by Executive prior to the Date of Termination in connection with his duties hereunder (such amounts collectively, " Accrued Compensation and Reimbursements" ). Upon termination by the Company of this Agreement pursuant to this Section 6(a) , within ten business days after the Date of Termination, the Company shall pay Executive' s Accrued Compensation and Reimbursements plus a payment (a " Severance Payment" ) equal to the greater of Executive' s Base Salary (at the rate in effect hereunder at the Date of Termination) for (i) 24 months and (ii) the remaining duration of the Employment Period. (b) The Company by action of t ...