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Employment and Non-Competition Agreement

EMPLOYMENT AND NON-COMPETITION AGREEMENT

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this Agreement) is made and entered into as of November 15, 2005 by and between Southern Flow Companies, Inc., a Delaware corporation (the Company), and John D. Bernard, an individual who resides in Lafayette, Louisiana (Employee).

WHEREAS, Employee is the President and Chief Executive Officer of the Company; and

WHEREAS, the continued involvement of Employee in the Companys ongoing business is vital to the success of the Company; and

WHEREAS, the Company desires to continue to employ Employee, and Employee desires to continue to serve the Company, upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Company and Employee desire to set forth the terms and conditions of such employment in this Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee, intending to be legally bound hereby, agree as follows:

Section 1. Employment. The Company hereby agrees to continue to employ Employee, and Employee hereby agrees to continue to serve as an employee of the Company, upon the terms and subject to the conditions set forth herein.

Section 2. Term. The term of Employees employment hereunder shall continue until and expire on December 31, 2007, unless earlier terminated in accordance with the provisions of Section 5. In the event that this Agreement has not been earlier terminated in accordance with the provisions of Section 5, the term of Employees employment hereunder shall be automatically extended without further action by the Company or Employee for additional successive one-year periods unless either party, for any reason or no reason, shall have given written notice of termination to the other party no less than thirty (30) days prior to the commencement of any one-year extension period. The term of Employees employment hereunder, including any extension period, is sometimes hereinafter referred to as the Employment Term.

Section 3. Duties of Employee.

(a) General Duties and Responsibilities. During and throughout the Employment Term, Employee shall faithfully and diligently, to the best of his ability, serve as the President and Chief

Executive Officer and a member of the Board of Directors of the Company, and in such additional management offices and capacities and with such additional titles and duties as shall be designated by the Companys Board of Directors (the Board) during the Employment Term, shall have the authority and perform the duties and responsibilities customary for such offices, and shall have such other duties as may be assigned to him from time to time by the Board or by the Chairman of the Board of the Company (the Chairman). Employee shall perform his duties hereunder in accordance with the policies from time to time established and amended by the Company and in accordance with all applicable laws and regulations. Employee shall use his best efforts to promote the best interests of the Company. Employee shall always be subject to the direction, approval and control of the Board and the Chairman in the performance of his duties. Employee acknowledges and agrees that he may be required by the Company, without additional compensation, to perform services for any other entity controlling, controlled by, under common control with or otherwise affiliated with, the Company (any such entity hereinafter referred to as an Affiliate), and to accept such office or position with any Affiliate as the Board may reasonably require, including but not limited to service as an officer and/or director of an Affiliate.

(b) Performance of Services. During and throughout the Employment Term, Employee shall devote his full time, attention, skill, ability and energy during normal business hours (and outside such hours when reasonably necessary to perform Employees duties hereunder) exclusively to the business and affairs of the Company and the performance of his duties under this Agreement. Employee shall not, directly or indirectly, render any services of a business, commercial or professional nature to any Person without the prior written consent of the Board; provided, however, that the provisions this Section 3(b) shall not preclude Employee from devoting time, ability, energy and attention outside normal business hours throughout the Employment Term to reasonable participation in community, civic, charitable or similar organizations, or the pursuit of personal legal and financial affairs which do not interfere or conflict with the performance of Employees duties hereunder and are not adverse to the business or best interests of the Company.

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