Employment Agreement (2004)Full Document 

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                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between W-H
Energy Services, Inc., a Texas corporation ("Company"), and Stuart J. Ford

                              W I T N E S S E T H:

      WHEREAS, Executive is currently employed by Company; and

      WHEREAS, Company is desirous of continuing to employ Executive in an
executive capacity on the terms and conditions, and for the consideration,
hereinafter set forth and Executive is desirous of continuing to be employed by
Company on such terms and conditions and for such consideration;

      NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and obligations contained herein, Company and Executive agree as follows:


      1.1 EMPLOYMENT; EFFECTIVE DATE. Effective as of January 1, 2004 (the
"Effective Date"), and continuing for the period of time set forth in Article 2
of this Agreement, Executive's employment by Company shall be subject to the
terms and conditions of this Agreement.

      1.2 POSITIONS. From and after the Effective Date, Company shall employ
Executive in the positions of Vice President and Intellectual Property Counsel
of Company, or in such other positions as the parties mutually may agree.

      1.3 DUTIES AND SERVICES. Executive agrees to serve in the positions
referred to in paragraph 1.2 and to perform diligently and to the best of his
abilities the duties and services appertaining to such offices, as well as such
additional duties and services appropriate to such offices which the parties
mutually may agree upon from time to time. Executive's employment shall also be
subject to the policies maintained and established by Company that are of
general applicability to Company's executive employees, as such policies may be
amended from time to time.

      1.4 OTHER INTERESTS. Executive agrees, during the period of his employment
by Company, to devote his primary business time, energy and best efforts to the
business and affairs of Company and its affiliates and not to engage, directly
or indirectly, in any other business or businesses, whether or not similar to
that of Company, except with the consent of the Board of Directors. The
foregoing notwithstanding, the parties recognize and agree that Executive may
engage in other business activities that do not conflict with the business and
affairs of Company or interfere with Executive's performance of his duties
hereunder, which shall be at the sole determination of the Company's President
and Chief Executive Officer.

      1.5 DUTY OF LOYALTY. Executive acknowledges and agrees that Executive owes
a fiduciary duty of loyalty to act at all times in the best interests of
Company. In keeping with such duty, Executive shall make full disclosure to
Company of all business opportunities pertaining to Company's business and shall
not appropriate for Executive's own benefit business opportunities concerning
Company's business.


      2.1 TERM. Unless sooner terminated pursuant to other provisions hereof,
Company agrees to employ Executive for the period beginning on the Effective
Date and ending on February 27, 2006 (the "Initial Expiration Date"); provided,
however, that beginning on the Initial Expiration Date, if this Agreement has
not been terminated pursuant to paragraph 2.2 or 2.3, then said term of
employment shall automatically be extended for an additional four-year period
unless on or before the date that is 90 days prior to the first day of any such
extension period either party shall give written notice to the other that no
such automatic extension shall occur.

      2.2 COMPANY'S RIGHT TO TERMINATE. Notwithstanding the provisions of
paragraph 2.1, Company shall have the right to terminate Executive's employment

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