FIRST AMENDMENT TO THE THREE FORKS, INC. DONALD WALFOR EMPLOYMENT AGREEMENT



This First Amendment to the Donald Walford  Employment  Agreement by and between
Three Forks, Inc. and Donald Walford made as of the 1st day of March 2013.

WHEREAS  the  parties  did on the  1st day of  September  2012  entered  into an
Employment Agreement, and;

WHERAS the parties desire to amend the Employment Agreement.

NOW THEREFORE in consideration  of the undertakings the Employment  Agreement is
hereby amended as follows:

Section 4 Compensation is hereby amended to read as follows:

     3. COMPENSATION.

     Company  agrees to pay Executive  Base Salary of  $192,000.00  per year. In
addition to the Base Salary, Consultant shall be paid a monthly car allowance of
six hundred dollars. Consultant shall be paid a bonus of one half of one percent
of the net asset  increases as reflected in the Company  balance sheet from time
to time. The basis of the  calculation  shall be the net assets as listed in the
company  financials  and shall at least be paid every six months  within 30 days
after the  accounting for the applicable  period has been  completed.  The first
payment  period will be for the period of  September  1, 2012  through  February
2013.


IN WITNESS WHEREOF the Parties have duly executed this amendment to the original
Consulting Agreement as of the date first above written.

Three Forks, Inc.                                Employee


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W. Edward Nichols                                Donald Walford
Executive Chairman