James E. Burden
THIS EMPLOYMENT AGREEMENT ("Agreement") is made to be effective as of the 1 st day of April,
2010 (“Starting Date”) between PAXTON ENERGY, INC. , a Nevada corporation (“Paxton”), and JAMES
E. BURDEN (“Employee”).
R E C I T A L S
A. Paxton (OTC BB: PXTE), whose principal office is located in Carson City, Nevada, on or about March 17,
2010 executed an agreement with Employee that provides for a change of control of Paxton and contemplates an
infusion of capital and acquisition of producing and non-producing oil and gas properties.
B. The new board of directors of Paxton in place pursuant to such agreement has authorized Paxton to hire and
C. Paxton desires assurance of the continued association and services of Employee in order to retain his
experience, abilities, and knowledge and is therefore willing to engage his services on the terms set forth below.
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
1. Hiring . Paxton hereby hires and employs Employee, and Employee accepts such hiring, as a full-time
regular employee and agrees to perform the duties specified below on the terms and conditions hereafter
2. Duties . Employee agrees to the extent of the time commitment set forth below to devote Employee’s
undivided attention to the performance of the following services to Paxton:
A. Employee shall be a full-time regular employee and shall devote at least ninety-five percent (95%) of
each work week of 40 hours per week on behalf of Paxton. Paxton acknowledges that Employee
serves as a director, officer, and advisor to other companies (“Outside Activities”). Employee may
spend limited time involved with such “Outside Activities.” Employee shall pursue such Outside
Activities in a way to fit into the affairs of Paxton and without interference with Employee’s
responsibilities and duties to Paxton under this A