Employment Agreement dated August 22, 2008, among our company and Mr. Kesonpat

Chief Operating Officer, USR Technology, Inc. (referred to as “The Company”). You will be based in Kingdom of Bahrain and will be working out of our Bahrain branch office and will be spending your time in the Middle East, United States of America, The Far East and other locations that The Company would be expanding into.

You will be generally responsible for matters typical of those for a Chief Operating Officer:

Plan, implement and manage all operational aspects of The Company's policies, objectives, strategies, development & initiatives to ensure future growth.

Ensure activities meet with and integrate with The Company’s standard for workflow, process, quality management, health, safety and environmental policies and legal or contractual stipulations.

Responsible for the attainment of short-term and long-term agreed performance plans of The Company within agreed budgets and timescales.

Use experience, judgment and a wide degree of creativity and latitude to plan, monitor and report in order to accomplish goals.

Lead and direct the work and recruitment of Directional Drilling Coordinators, Project Engineers / Managers, Drill Site Managers; Manage and develop direct reporting staff; Report to the President and/or Directors; in accordance with The Company’s organization structure.

Liaise with other functional/departmental managers so as to

understand all necessary aspects and needs of operational development, and to ensure they are in line with operational objectives, purposes and achievements.

Contribute to the evaluation and development of The Company’s strategy and performance in cooperation with the executive team.

You shall perform duties according to The Company’s Job Description for Chief Operating Officer.

In addition, you will assist in the overall management of The Company as requested by the President from time to time. In such capacity, it is anticipated that you will assist in all aspects of management for The Company in pursuing its strategic objectives.

You will devote all your time and attention to The Company affairs. As Chief Operating Officer, you shall not, without the prior consent of the President, undertake any other employment related activities, including serving as an officer or director of any other private or public corporation or business enterprise. You will serve at all times with loyalty and honesty in the best interest of The Company and ensure that the fullest of professional standards and ethics are maintained, and comply with all applicable laws and corporate policies.

$216,000.00 per annum (less statutorily required deductions), paid monthly. You shall receive an annual base salary review.

A field bonus of $250.00 will be granted during days you are required to be at rig site or in the field.

You will be awarded 250,000 shares of restricted stock in USR Technology, Inc. These shares subject to 5 yr vesting schedule and shall vest 20% at the end of the first year of employment, then 20% at the end of each year over the next 5 years of employment. You will be 100% vested at the end of your 5^th year.

You will be awarded 250,000 shares of USR Technology, Inc. stock options exercisable at a price of $1.00 per share. These options are exercisable at any time during your first 36 months of employment. Future options may be allocated entirely at the discretion of the Board of Directors and/or Compensation Committee. Future options shall vest in accordance to The Company’s Option Plan

At the sole discretion of the Board you might be granted special cash bonuses for securing lucrative projects for The Company and / or exceeding your job responsibilities and contributing to increased

In the event of any inconsistency between other agreements and this agreement the terms of this Agreement shall prevail.

A housing allowance of $6,500.00 per month will be payable, inclusive of all utilities, security fees, maintenance fees and taxes.

A vehicle allowance of $1,500 per month will be payable inclusive of all insurance, taxes, duties, road permits and fees. The Company, at its expense, shall provide you with a personal driver in the event you are stationed in a city or region where a personal driver is required.

1. Travel and Entertainment Budget

When traveling on behalf of The Company you will be allowed a per diem of $100 per day to cover out of pocket expenses such as airport transfers, taxis, exit fees, visas upon arrival, purchase of local calling cards, meals and all other incidentals. This will be paid in lieu of reimbursable expense statements. This amount is subject to review depending on an escalation in the cost of travel.

You will be reimbursed for all reasonable documented business expenses incurred on behalf of The Company pertaining to the entertainment of clients or company personnel in carrying out your duties.

You will be reimbursed for any documented expenses for the hiring of drivers, car rental, office supplies and misc. expenses associated with any of The Company’s offices.

The Company will pay for Business Class tickets for all business related travel.

2. Vacation

You will be entitled to four working weeks vacation per annum. The Company will pay for Business Class tickets from the Kingdom of Bahrain to Bangkok Thailand for yourself and family dependents based in the Kingdom of Bahrain.

3. Statutory Holidays

Normal complement.

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A severance payment in an amount equal to 6 months of your contract salary amount. The Severance Payment is payable in a

lump sum within 14 days of the termination date.

Despite the terms of any option plan, you shall have 3 months to exercise any options then held; and

In the event of a takeover of buyout of The Company, any outstanding stock subject to issuance under the terms of this agreement shall be deemed to be fully vested and issuable.

If your employment is terminated by death or permanent disability, provided that in the latter case The Company has made legally recognized efforts to accommodate your disability and such efforts to accommodate have been unsuccessful you (or your successors) shall not be entitled to the Severance Payment described herein, but the other severance entitlement terms hereof shall continue to apply.

The terms of this agreement shall be kept confidential, to the extent permitted by applicable law.

You may, by providing 30 days prior notice, in writing, terminate this Agreement and your employment with The Company. If you provide such notice, The Company may request that you cease duties prior to the expiry of this notice period, and The Company shall, in such event, pay you an amount equal to the difference between the amount you would have received had your employment been continued throughout the notice period and the amount actually paid by The Company to you during the notice period.

You hereby acknowledge as reasonable, and agree that you shall abide by, the following terms and conditions:

(i) Technology, Know-How, Inventions, Patents: That all designs, devices, improvements, intentions and ideas made or conceived by you resulting from your access to the business of The Company shall be exclusive property of The Company and you and your estate agree to take all necessary steps to ensure that such property rights are protected; and

(ii) Confidentiality: You shall keep confidential, at all times during your employment, and for 1 year after cessation of employment, any proprietary or confidential information about the business and affairs of, or belonging to, The Company or any affiliate or associate thereof, including information which, though technically not trade secrets, the

dissemination of knowledge whereof might prove prejudicial to any of them.

You acknowledge and agree you have had the opportunity to seek independent legal advice prior to the execution and delivery of this Agreement.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy, email or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows or to such other address as the relevant party may specify from time to time:

USR Technology, Inc.
20333 S 249, Suite 200
Houston, Texas 77070
United States of America
Attention: John Ogden

Kamonchai Kesonpat

Villa No. 11 Palm Grove Avenue 35
Gate No. 252 Block 551
Sar Area, Kingdom of Bahrain

This Agreement constitutes the entire agreement between you and The Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no covenants, conditions, agreements, representations, warranties or any other terms or provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof, except as herein provided.

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of you and The Company and shall be governed by and construed and enforced in accordance with the laws of the state of Texas, United States of America, excluding the laws of the state of Texas regarding choice of law. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state or federal courts located in the Southern District of Texas for any lawsuits, actions or other proceedings arising out of or relating to this Agreement and agree to waive any claim or defense based on jurisdiction or inconvenient or improper forum or venue.

No amendment or waiver of any provision of this Agreement shall be binding on you and The Company unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise provided. No failure or delay of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

If any term or provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement shall remain in full force and effect notwithstanding such invalidity, illegality or unenforceability.