Armada Oil (AOILQ) 10-Q 2010 Q3 Quarterly report

International Energy, Inc.

1200 G Street NW, Suite1800Washington DC 20005

August 30, 2010

Mr. Amit S. Dang

2000 Town Center, Suite1900

Southfield, MI 48075

Re: Contract Interim Executive-Services Agreement

Dear Mr. Dang:

This letter sets forth the terms and conditions of your Contract Interim Executive-ServicesAgreement (the"Agreement") with International Energy, Inc. (the"Company").

1.Duties. Under terms of the Agreement, you shall be contracted by the Company as itsInterimPresident, Chief Executive Officer, and become a Member of the Board of Directors, or in any executiveor non-executive position(s) as the Company, from time to time, may deem appropriate. In performanceof your duties, you shall be subject to the direction of, and be reporting directly to, the Company's Boardof Directors (the"Board"); provided that, if requested by the Board, you will immediately resign yourposition(s) of the Company. You shall be available to travel as the needs of the business require. Youagree to devote such amount of your business time, energy and skill totheduties assigned to you by theBoard as maybe reasonably necessary to fulfill your obligations hereunder. The Company acknowledgesand understands that your services hereunder are provided on a part-time basis.

2.Termination of Agreement. Anything herein to the contrary notwithstanding, the Companymay terminate the Agreement at any time, with or without cause, and for any reason whatsoever, uponwritten notice. You may terminate the Agreement with or without cause, and for any reason whatsoever,upon written notice of no fewer than 90 days; your notice to the Company may be waived upon mutualconsent of the Co mpany.In the event of termination by either paity. with or without cause: (i) you shallnot be. entitled to any form of contract cancellation fees, non-performance fees, or monthly fees; (ii) youshall no longer be eligible for reimbursement of expenses not previously approved or within the terms ofthe Agreement under Paragraph 5; (iii) any and all unexercised Options, whether vested or not, shallexpire and shall no longer be exercisable as of the date of termination of the Agreement, except under theconditions detailed in Paragraph 4(b); (iv) you will not be entitled to any financial compensation beyondthe terms provided for in the Agreement, and (v) neither party hereto shall have any further rights orobligations hereunder, except obligations expressly stated to survive the termination of the Agreement.Nothing shall limit your right to be indemnified by the Company, subject to its indemnification policiesthen in effect, for your actions as a director or officer of the Company, provided suchindemnificationwould otherwise have been available to you..

3.Financial Terms. You shall be compensated by the company for your services as follows:

   (a) Monthly Fee. Commencing August26, 2010, you shall be paid a monthly fee of$1,700. Youshall be responsible for withholding all applicable taxes. You will not be eligible for health benefits,vacation time, or other employee benefits.

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4.Expenses. You shall be entitled to reimbursement for reasonable travel and other out-of-pocketexpenses necessarily incurred in the performance of your duties hereunder, upon submission and approvalof written statements and bills in accordance with the then regular procedures of the Company. Expensesexceeding $500.00 for travel and$100 for meals and other incidentals must be approved in writing by theCompany prior to your seeking reimbursement for the same,

5.Your Representations and Warranties. You represent and warrant to the Company that (a)you are under no contractual or other restriction or obligation which is inconsistent with the execution ofthe Agreement, the performance of your duties hereunder, or the other rightsofthe Company hereunder,and (b) you are under no physicalormental disability that would hinder your performance of duties underthis Agreement, and (c) you are not party to any ongoing civil or criminal proceedings, and have notbeenparty such proceedings within the past five years, and do not know of any such proceeding that may bethreatened or pending against you,and(d) you are not currently engaged in activities and will notknowingly engage in future activities that may cause embarrassment to the Company or tarnish thereputation or public image of the Company, including but not necessarily limited to association with orparty to:anycriminal behavior(s) such as drug use, theft, or any other potential or active violation of law;political controversy, civil disobedience, or public protest;lewd, lascivious behavior.

6.Non Competition; Non Solicitation, (a) In view of the unique and valuable services it isexpected that you will render to the Company, your knowledge of its trade secrets, and other proprietaryinformation relating to the business of the Company and in consideration of the compensation to bereceived hereunder, you will not, during the term of this Agreement, engage in,orotherwise directly orindirectly, be employed by, or act as a consultant or lender to, or, without the prior written approval of theBoard, beadirector, officer, owner, or partnerof,any other business or organization that is engaged inthe same field of research and development as is the Company. Nothing herein shall be deemed topreclude you from being an off icer, director, owner,investor in, or partner of, any business ororganization which is not competing with the Company, provided the same does not in any mannerwhatsoever impair your ability to perform your duties under the Agreement.

(b)During the term of the Agreement, and for a period of one year following terminationof the Agreement, you will not directly or indirectly reveal the name of, solicit or interfere with, orendeavor to entice away from the Company any ofitssuppliers, customers, or employees,

(c)During the term of the Agreement and thereafter following the termination of theAgreement, youshallnot make any critical or disparaging statements about the Company or any of itsemployees, directors or products to any other person or entity.

(d)Sinceabr each of the provisions of this Paragraph6 could not adequately becompensated by money damages,theCompany shall be entitled, in addition to any other right and remedyavailable to it, to an injunction restraining such breach orathreatened breach, and in either case no bondor other security shallberequiredinconnection therewith, and you herebyconsent to the issuanceofsuchinjunction. You agree that the provisionsofthis Paragraph 6 are necessary and reasonable to protect theCompany in the conductof itsbusiness. If any restriction contained in this Paragraph 6 shall be deemedto be invalid, illegal, or unenforceable by reason oftheextent, duration, or geographical scope thereof, orotherwise, then the court making such determination shall have the right to reduce such extent, duration,geographical scope,orother provisions hereof, and in its reduced form, such restriction shall then beenforceablein the manner contemplated hereby. This Paragraph(i shall survive the termination of theAgreement.

7.Intellectual Property. Any interest in patents, patent applications, inventions, copyrights,developments, and processes ("Intellectual Property") which you now, or hereafter during the period for

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which this Agreement is in effect, may own or develop relating to the fields in which the Company maythen be engaged shall belong to the Company; and forthwith upon request of the Company, you shallexecute all suchassignmentsand other documents and take allsuchother action as the Company mayreasonably request in order to vest in the Company all your right, title, and interestin and to suchIntellectual Property free and clear ofailliens, charges, andencumbrances. This Paragraph 7 shallsurvive the terminationof theAgreement.

8.Confidential Information. All confidential information which you may now possess; or mayobtain or create prior to the such time as the Agreement is terminated, relating to the business of theCompany, or any customer or supplier of the Company, or any agreements,arrangements, orunderstandings to which the Companyisa party, shall notbedisclosed or made accessible by you to anyother person or entity either during or after the termination the Agreement or used by you except duringtheterm of the Agreement in the business and for the benefit of the Company.You shallreturn alltangible evidence of such confidential information to the Company priortoor at the termination of theAgreement. This Paragraph 8 shall survive the termination of the Agreement,

9.No Employee Status.                It is understood and agreed that you willbeproviding yourservices to the Company as an independent contractor and not as an employee of the Company.Itisfurtherunderstoodand agreed that you are and may continue to provide such executive services to othercompanies.

10.Successors and Assigns, This Agreement shall inure tothebenefit of andbebinding uponthe Company and its successorsandassigns. In view of the personal nature of the services to beperformed under this Agreement by you, you shall not have the right to assign or transfer any of yourrights, obligations or benefits under this Agreement, except as otherwise noted herein.

11.No Reliance on Representations. You acknowledge that you are not relying, and have notrelied, onanypromise, representationorstatementmadeby or on behalf of the Company which is not setforth in this Agreement.

12.Entire Agreements; Amendments. This Agreement sets forth the entire understanding forthe parties with respect totheterms oftheAgreement, supersedes all existing agreements between youandtheCompany concerning matters in the Agreement, and may be modified only by a writteninstrument duly executed by each of you and Company.

13.Waiver, Any waiver by either party of a breach of any provision ofthis Agreement shall notoperate as or be construed to be a waiver of any other breach of such provision or of any breach of anyother provision of this Agreement. The failure ofaparty to insist upon strict adherence to any term of thisAgreement on one or more occasions shallnotbe consideredawaiver or deprive that party of the rightthereafter toinsist upon strict adherence to that term or any other term of tills Agreement. Any waivermustbein writing.

14.Construction. You andthe Company have participated jointly in the negotiation and draftingof this Agreement.In the event an ambiguity or question of intent or interpretation arises, this Agreementshall be construed as if drafted jointly by you and the Company and no presumption or burden of proofshall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of thisAgreement. Any reference to any federal, state, local, or foreign statute or law shalllie deemed also torefer to all rulesandregulations promulgated thereunder, unless the context requires otherwise. The word"including" shallmeanincluding without limitation. The headings in this Agreement are solely fortheconvenience of reference and shall be given no effect in the construction or interpretation of thisAgreement.

15.  Severability. Any term or provision of this Agreement that is invalid or unenforceablein any

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situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforc eability of the offending term or provision in any other situation or in any other jurisdiction.

16,Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must he in writing and sent to the parly to which the notice, demand or request is being made by (i) certified or registered mail, return receipt requested, (ii) nationally recognized overnight courier delivery, (iii) by facsimile transmission provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party or (iv) hand delivery as follows:

To the Company:

International Energy, Inc.

Attention: Mr. Joseph Sierchio, Legal Counsel

110 East 59th Street, 29th Floor

New York, NY 10022

To you:

Mr. Amit S. Dang

2000 Town Center, Suite 1900

Southfield, MI 48075

or to such other address, facsimile number, or email address,asis specified by a party by notice to the other party given in accordance with the provisions of this Paragraph15, Any notice given in accordance with the provisions of this Paragraph 16 shall be deemed given(i) three (3) Business Days after mailing (ifsentby certified mail), (ii) one (1) Business Day after depositofsame with a nationally recognized overnight courier service (if delivered by nationally recognized overnightcourier service), or (iii) on the date delivery is made if delivered by hand or facsimile.

17.Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an ori ginal, but all of which together shall constitute one and the same instrument.

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18. Governing Law. All other questions concerning the construction, validity, enforcement andinterpretation of thisAgree mentshallbegoverned by the internal laws of the State of New York, withoutgiving effect to any choice of law or conflict of law provisionorrule (whether of the State of New Yorkor any other jurisdictions) that would cause the application of the laws of any jurisdictions other than theStateofNew York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state andfederal courts sitting in the City of New York, County of New York for the adjudication of any disputehereunderorin connection herewith or therewith, or with any transaction contemplated hereby ordiscussed herein, and hereby irrevocably waives,and agreesnot to assertinany suit, action or proceeding,anyclaim that it is not personally subject to t he jurisdiction of any such court, that such suit, action orproceedingisbrought in an inconvenient forum or that the venue of such suit, action or proceedingisimproper. Each party hereby irrevocably waives personal service of process and consents to process beingserved in any such suit, action or proceeding by mailingacopy thereof to such party at the address forsuch notices to it under this Agreement and agreesthatsuch serviceshallconstitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemedtolimit in any way anyright to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLYWAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIALFOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTIONHEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONCONTEMPLATED HEREBY.

19. Date of Agreement. The date of this Agreement shall be August 30, 2010 regardless of thedate it is signed by you.

If you find the foregoing acceptable, please acknowledge your acceptance of. and agreementwith, the terms and conditions set forth above by signing the enclosed copy of this letter in the spaceprovided and returning the sametothe undersigned.

Sincerely,

International Energy, Inc.

/s/ Derek Cooper

Mr. Derek Cooper

Director

On this 30^th  day of August, 2010,I agreetoand accept the terms of theAgreement with InternationalEnergy, Inc. on the terms and conditions set forth in this Agreement.

Dated: August 30, 2010

/s/ Amit S. Dang

Mr. Amit S. Dang

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