US NATURAL GAS CORP
EMPLOYMENT AGREEMENT dated as of July 15, 2010 (this "Agreement"), by and between Chuck
Kretchman (the "Employee"), and US NATURAL GAS CORP a Florida Corporation with its principal offices
located at 33 6 th Street S., Suite 600, St. Petersburg, FL 33701 (the "Company").
WHEREAS, the individual desires to be employed as a Chief Financial Officer of the Company; and
WHEREAS, the Company desires to employ the individual as Chief Financial Officer of the Company
and the individual desires to continue his employment with the Company in the aforementioned capacity, all upon
the terms and provisions, and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Section 1. Definitions. As used in this Agreement the following terms shall have the
meanings set forth in this Section 1:
"Affiliate" of any Person means any stockholder or person or entity controlling, controlled by under
common control with such Person, or any director, officer or key executive of such Person or any of their
respective relatives. For purposes of this definition, "control," when used with respect to any Person,
means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings that correspond to the foregoing.
"Cause" shall mean (i) the Company being subjected to any criminal liability under any applicable law as a
result of any action or inaction on the part of the Employee, which the Employee did not, at the time,
reasonably believe to be in the best interests of the Company; (ii) the conviction or