Ceo Employment Agreement

EXHIBIT 10.3


EMPLOYMENT AGREEMENT


THIS AGREEMENT dated effective as of January 1, 1999, between Fortesa Corporation, a Texas corporation (the "Employer"), and Hayne S. Blakely (the "Employee");


WITNESSETH:


1. EMPLOYMENT TERM. The Employer hereby employs the Employee, subject to earlier termination as provided in Section 7 hereof, for the period commencing on January 1, 1999 and ending on December 31, 2001 (the "term of this Agreement"). This agreement will automatically renew for a term of one year upon the anniversary date unless cancelled by either party in writing no less than sixty days in advance of the anniversary date. The Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.


2. DUTIES. The Employee shall serve the Employer in an executive capacity as President and shall report to, and be subject to the general direction and control of, the CEO directly and the Board of Directors indirectly of the Employer. The Employee shall perform the executive, management and administrative duties as are required to administer effectively the needs of the Employer. If the Employee in the future is elected an officer with a different designation or director of the Employer during the term of this Agreement, the Employee, after receipt of formal notice of such designation and acceptance of said designation, will serve in such capacity or capacities without additional compensation. The Employee also agrees to perform such other services for the Employer and for any subsidiary or affiliated corporations of the Employer or for any oil and gas Partnerships or joint ventures in which the Employer has an interest, as the CEO of the Employer and the Board of Directors of the Employer shall from time to time specify. The term "Employer" as used hereinafter shall be deemed to include and refer to Fortesa Corporation and all such subsidiaries, parent corporation and affiliated corporations.


3. EXTENT OF SERVICE. The Employee on a full time basis shall devote to the business of the Employer his best efforts, attention and energy as shall be required to perform the duties of President and the other duties assigned by the CEO and or the Board of Directors. The Employee has other activities which he serves a Director or Officer on a pro bono basis but is not in direct competition or conflict with the business activities of the Employer. It is understood that the Employee shall continue to maintain those positions provided those activities do not require a level of attention and energy by the Employee such that a substantial and/or material conflict is created with the business of the Employer. If its is determined by the CEO that such activities do require a level of attention and energy by the Employee that conflicts or competes with the business of the Employer, the CEO and/or Board of Directors shall notify the Employee in writing setting forth the conflict and setting a reasonable timeframe in which an acceptable resolution of such conflicting activity must be reached. If the Employee and Employer fail to reach an acceptable solution within the allowed timeframe the Employee may be determined as terminated with cause as defined in Item 7(c) herein.


[CUTOFF COPY] $168,000 per year, to be payable in installments in accordance with the payroll policies of the Employer in effect from time to time during the term of this Agreement and subject to the following conditions. The composition of the base compensation shall consist of a minimum base salary component and an additional amount. The additional amount excludes reimbursements from Benton for Employee's services prior to June 1st, 1999, and is subject to the successful efforts of creating revenues from billing or charging back the Employee's activities to 3rd parties and/or the successful financing of the Employer. Employee shall be entitled to an additional amount of Base Salary component in the amount of $10,000 for his assistance upon the successful execution of the gas Sales contract for the THIES Block in Senegal, under the terms and provisions provided herein. Upon receipt of payment or credit against account as payment of these activities (other components to the Base Salary) from 3rd parties, the Employee shall receive payment for these at the next regular pay period in accordance with payroll policies of the Employer. Employer shall pay to Employee a minimum base salary of $7,500 per month and the additional amount shall be equal to 40% of the gross amount billed to any project for the Employee's activities or involvement in a project with the maximum base compensation amount to be payable to the Employee during any one month not exceeding $14,000. The Employee's base compensation and base salary shall be further reviewed by the Employer on an annual basis and may be adjusted as the Employee and the Employer may agree. Upon the execution of this agreement the Employer shall issue to the Employee 100,000 shares of stock in First Seismic Corporation, of which 50,000 shares shall vest monthly over the next two years of this agreement. Should the Employee cease to be employed for the reasons contemplated in Item 7 (c) or 7 (d) said stock shall be determined as not being vested. Should the Employer have insufficient cashflow or cash availability to be unable to filly compensate the Employee for any of the cash consideration due within the time frame and manner mentioned herein, the Employer shall grant to the Employee a secured note in favor of the Employee to be disclosed and recorded on the financial statements of the Employer.


5. BENEFITS, VACATION, ETC. The Employee shall be entitled to the same benefits, vacation periods and sick leave as are in effect from time to time with respect to other employees of the Employer, provided that, in no event, shall the Employee's annual leave will be less than twenty (20) days annually, verses the normal fifteen (15) days due other new employees. Employee shall be entitled to participate in Employer's major medical benefit plan at the cost and expense of the Employer. Employee shall be entitled to life insurance in an amount equivalent to other executive employees of the Employer. Employer shall pay Employee's dues for required professional associations and costs and travel expenses and registration fees for attending professional seminars necessary to maintain the Employee's professional license provided said costs are included in the annual budget. Employer shall pay for in-building parking, if required. Employee shall be entitled to all other benefits and to participate in and be covered by all such other employee benefit plans, including pension and deferred compensation programs, if any, as are provided to other executive employees of Employer from time to time.


6. BONUSES.


(a) PROFITS BONUS. With respect to each project, joint venture, partnership ...