RETIREMENT AGREEMENT

THIS RETIREMENT AGREEMENT (the Agreement) made and entered into effective April 30, 2007, by and between Syntroleum Corporation (the Company) and Greg Jenkins (the Executive).

W I T N E S S E T H:

WHEREAS, the Executive and the Company are parties to that certain Employment Agreement dated as of January 3, 2005 (the Employment Agreement), and that certain Indemnification Agreement dated January 3, 2005 (the Indemnification Agreement), both of which are attached hereto as Attachment B; and

WHEREAS, the parties mutually desire to arrange for Executives retirement from the Company under certain terms; and

WHEREAS, in consideration of the mutual promises contained herein, the parties hereto are willing to enter into this Agreement upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Retirement and Resignation from Officer Positions. Effective as of the close of business on December 31, 2007 (the Retirement Date), the Executive will retire as an employee of the Company. As of May 1, 2007, the Executive agrees to resign any and all director officer, or other positions he holds with the Company or any of its affiliates and/or subsidiaries, and the Executive hereby agrees to sign and deliver the letter included herein Attachment D, evidencing his resignation as an officer. The Executive shall remain as an employee until the Retirement Date and subject to the terms of the Employment Agreement. However, the Company and Executive agree that from the execution of the Agreement until the Retirement Date, the Executive shall be available, at times to be mutually agreed, if called upon by the Company, to provide assistance that the Company may request, including without limitation, providing advice and assistance on any possible financings by the Company.

2. Consideration and Waiver and Release. The Executive shall have until 45 calendar days after the date this Agreement was furnished to him to consider whether to sign and return this Agreement to the Company by first class mail or by hand delivery. In consideration for the Executives execution of and compliance with this Agreement, including but not limited to the execution of the Waiver and Release attached hereto as Attachment A, the Company shall provide the consideration set forth below in this Section 2. Unless as otherwise provided in the Agreement, this consideration is provided subject to the binding execution by the Executive (without revocation) of the Waiver and Release, and the re-affirmation of such Waiver and Release as of the Retirement Date. The Companys obligation to make any further payments or provide any benefits otherwise due under Section 2 shall cease only in the event the Executive is

in material breach of the terms of this Agreement or the Waiver and Release and fails to cure such breach in a reasonable period of time, and no payment shall be made or other benefit described hereunder provided until the expiration of the seven-day revocation period as provided for in the Waiver and Release following the Executives re-affirmation of the Waiver and Release as of the Retirement Date (the Effective Waiver Date).

A. Retirement Payments. The Company agrees to pay the Executive a lump sum payment of $130,000.00 on the Effective Waiver Date and eighteen (18) monthly payments of $21,666.67 commencing on the date six months and two days following the Effective Waiver Date. In the event of a Change of Control (as defined herein this Agreement), the Company will within ten (10) days of such Change of Control, pay to Executive any unpaid remaining balance under this Section 2(A).

B. Health Plan Coverage Continuation. The Executive and his qualifying dependents will be eligible for coverage under the Companys retiree medical and dental+vision benefit plans, in accordance with and subject to the terms and conditions of such plans, from the Effective Waiver Date until the date one (1) year following the Retirement Date, subject to (i) Executives continued payment of the employee portion of the then-applicable premium, as such portion and premiums are in effect from time to time, and (ii) the Companys ability to amend or terminate its benefit plans at any time. The Company believes that, under current law, the Executives participation in such coverage will not result in further taxable income to the Executive. If, following the Retirement Date, the Executive becomes eligible for medical or dental+vision benefits from another employer, the Companys obligation to provide such benefits coverage shall immediately cease only with regard to that coverage provided by the other employer. Following the first anniversary of the Effective Waiver Date or such earlier time as coverage under the Companys retiree medical and dental+vision benefit plans is no longer available to the Executive, the Executive and his dependents will be eligible to elect continuation coverage for medical and dental+vision benefits to the maximum extent provided for under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), subject to the Executives payment of the full premiums and the Companys ability to amend or terminate its benefit plans at any time.

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