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<SEC-DOCUMENT>0001001614-07-000073.txt : 20071226
<SEC-HEADER>0001001614-07-000073.hdr.sgml : 20071225
<ACCEPTANCE-DATETIME>20071226161604
ACCESSION NUMBER:		0001001614-07-000073
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20071218
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071226
DATE AS OF CHANGE:		20071226

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TENGASCO INC
		CENTRAL INDEX KEY:			0001001614
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				870267438
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15555
		FILM NUMBER:		071326768

	BUSINESS ADDRESS:	
		STREET 1:		10215 TECHNOLOGY DRIVE
		STREET 2:		SUITE 301
		CITY:			KNOXVILLE
		STATE:			TN
		ZIP:			37932
		BUSINESS PHONE:		865-675-1554

	MAIL ADDRESS:	
		STREET 1:		10215 TECHNOLOGY DRIVE
		STREET 2:		SUITE 301
		CITY:			KNOXVILLE
		STATE:			TN
		ZIP:			37932
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>pat_mcinturff.htm
<DESCRIPTION>PAT MCINTURFF
<TEXT>
<html>
    <head>
        <title></title>
    </head>

    <body>
        <a name="A001"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="4">UNITED
        STATES</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Minor Center Bold" FSL="Default" --><a name="A002"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="2">SECURITIES and
        EXCHANGE COMMISSION</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" --><a name="A003"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="4">WASHINGTON, D.C.
        20549</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" --><a name="A004"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="4">FORM 8-K</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" --><a name="A005"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="3">Current Report
        Pursuant to Section 13 or 15(d) of theSecurities<br>
        Exchange Act of 1934</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" --><a name="A006"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="3">Date of Report (Date
        of Earliest Event Reported):</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" --><a name="A007"></a>

        <h1 align="center"><font face="Times New Roman, Times, Serif" size="3">December 18,
        2007</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Center Underline" FSL="Default" --><a name="A008"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2"><u>Tengasco,
        Inc.(Exact<br>
        Name of Registrant as specified in its charter)</u></font></p>
        <!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" --><a name="A009"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2">Commission File
        Number 1-15555</font></p>
        <!-- MARKER FORMAT-SHEET="Head Sub 1 Left" FSL="Default" --><a name="A010"></a>

        <p align="left">
        <font face="Times New Roman, Times, Serif" size="2"><i>&nbsp;&nbsp;&nbsp;<u>Tennessee&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <u>87-0267438</u></i></font></p>

        <p>(State or other jurisdiction
        of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        (I.R.S. Employer Identification No.)<br>
        incorporation or organization)<br>
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Default" --><a name="A011"></a></p>

        <p align="center">
        <font face="Times New Roman, Times, Serif" size="2"><em>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</em>
        10215 Technology Drive N.W., Suite 301, Knoxville, Tennessee 37932</font></p>
        <!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" --><a name="A012"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2">(Address of Principal
        Executive Office</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush Level 4" FSL="Default" -->

        <table cellspacing="0" cellpadding="0" width="100%">
            <tr valign="top">
                <td align="right" width="12%">
                </td>

                <td align="left" width="88%">
                    <p align="center">
                    <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;<u>(865)</u>&nbsp;&nbsp;&nbsp;
                    675-1554</font></p>

                    <p align="center">(Registrant&rsquo;s Telephone number)</p>
                </td>
            </tr>
        </table>
        <br>
        <!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">Check the appropriate box below if
        the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
        registrant under any of the following provisions (see General Instruction A.2.
        below):</font></p>
        <!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">[ ] Written communications pursuant
        to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to
        Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications
        pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement
        communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
        240.13e-4(c))</font></p>
        <!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Default" --><a name="A013"></a>

        <p align="left">
        <font face="Times New Roman, Times, Serif" size="2"><em>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</em>
        <strong>Item 5.02 Departure of Directors or Principal Officers; Election of
        Directors;Appointment<br>
        of Principal Officers</strong></font></p>
        <!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
        December 18, 2007, the Company entered into a two-year employment agreement with Charles
        Patrick McInturf pursuant to which Mr. McInturf will serve as Vice-President of the
        Company. Mr. McInturf will receive a salary of $185,000 per annum and will be eligible to
        receive a bonus based on his performance and the performance of the Company&rsquo;s
        business as determined by the Compensation Committee of the Board of Directors, although no
        such bonus is guaranteed. Mr. McInturf will also be eligible to receive grants of stock
        options and as inducement to enter into the employment agreement with the Company, on
        December 18, 2007 he was granted an initial option to purchase 400,000 shares of the
        Company&rsquo;s common stock at a price of $0.54 per share which was the closing price of
        the Company&rsquo;s common stock as listed on the American Stock Exchange on the date the
        option was granted. The term of the option granted was for a period of five years with
        one-fifth of the option vesting immediately and the remainder vesting in equal increments
        over four years. During the term of the employment agreement Mr. McInturf shall have the
        right to participate in all employee benefit plans of the Company in effect and generally
        available to all similarly situated employees including, but not limited to, any health,
        hospitalization and other group insurance plans.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        McInturff received a Bachelor of Science Degree in Civil Engineering from Texas A&amp;M
        University in 1975. He is a Registered Professional Engineer in Texas and a member of the
        Society of Petroleum Engineers. Before joining the Company he was Vice President of
        Operations of Capco Offshore, Inc. and related companies in Houston from October 2006 until
        December 2007 responsible for managing and supervising offshore operations and workovers
        and identification and evaluation of drilling and workover candidates. From 1991 to 2006,
        he was employed by Ryder Scott Company in Houston performing reservoir studies including
        determination of oil, gas, condensate and plant product reserves, enhanced recovery and oil
        and gas property appraisal. For most of the period 1978 to 1991, he worked in various
        petroleum engineering positions at Union Texas Petroleum Corp. in Midland and Houston,
        Texas, and Karachi, Pakistan and was responsible for surveillance and engineering on
        primary and secondary recovery projects as well as design and field supervision of
        workovers, pressure-transient tests and completions both onshore and offshore. During that
        time period he also worked for Global Natural Resources from 1983 to1986 as senior
        operations engineer responsible for all engineering activities. From 1981 to 1983 he was
        employed by Belco Petroleum performing reservoir engineering duties including field
        studies, economic evaluation, reserves estimation, and initiating major field studies on
        waterflood projects in southwestern Wyoming and west Texas. Mr. McInturff was employed by
        Exxon Co. USA from 1975 to 1978 primarily with the reservoir engineering group in Midland,
        Texas performing drilling engineering duties including cost estimation, AFE preparation,
        drilling programs and field supervision. He was responsible for the surveillance of fifteen
        Permian Basin oil and gas fields in west Texas using both primary and secondary recovery
        techniques.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" --><a name="A014"></a>

        <h1 align="left"><font face="Times New Roman, Times, Serif" size="3">Item 8.01 Other
        Matters</font></h1>
        <!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
        December 18, 2007, the Company also entered into a Management Agreement with Hoactzin
        Partners, L.P. (&ldquo;Hoactzin&rdquo;). Peter E. Salas, the Chairman of the Board of
        Directors of the Company and the sole shareholder and controlling person of Dolphin
        Management, Inc., the general partner of Dolphin Offshore Partner, L.P., which is the
        Company&rsquo;s largest shareholder, is the controlling person of Hoactzin. Pursuant to the
        Management Agreement with Hoactzin, Mr. McInturff&rsquo;s duties while he is employed as
        Vice-President of the Company will include the management on behalf of Hoactzin of its
        working interests in certain oil and gas properties owned by Hoactzin and located in the
        onshore Texas Gulf Coast, and offshore Texas and offshore Louisiana. As consideration for
        the Company entering into the Management Agreement, Hoactzin has agreed that it will be
        responsible to reimburse the Company for the payment of one-half of Mr. McInturff&rsquo;s
        salary, as well as certain other benefits he receives during his employment by the Company.
        In further consideration for the Company&rsquo;s agreement to enter into the Management
        Agreement, Hoactzin has granted to the Company an option to participate in up to a 15%
        working interest on a dollar for dollar cost basis in any new drilling or workover
        activities undertaken on Hoactzin&rsquo;s managed properties during the term of the
        Management Agreement. The term of the Management Agreement is the earlier of the date
        Hoactzin sells its interests in its managed properties or 5 years. The Management Agreement
        was approved by the Audit Committee of the Company&rsquo;s Board of Directors and in
        accordance with the Company&rsquo;s related party transaction policy.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" --><a name="A015"></a>

        <h1 align="left"><font face="Times New Roman, Times, Serif" size="3">Item 9.01 Financial
        Statements and Exhibits</font></h1>
        <!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" --><a name="A016"></a>

        <p align="left"><font face="Times New Roman, Times, Serif" size="2">(c) Exhibits</font></p>
        10.1 Employment Agreement between the Company and Charles Patrick McIntuf dated December
        18, 2007. 99.1 Press Release dated December 26, 2007. <!-- MARKER PAGE="; page: 1" -->
        <hr color="gray" noshade size="5">
        <!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" --><a name="A017"></a>

        <h1 align="center">
        <font face="Times New Roman, Times, Serif" size="4">SIGNATURES</font></h1>
        <!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
        to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
        caused and authorized this report to be signed on its behalf by the undersigned.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Left"  --><a name="A018"></a>

        <p align="left"><font face="Times New Roman, Times, Serif" size="2">Dated: December 26,
        2007</font></p>

        <p>Tengasco, Inc.</p>

        <p>By: <u>s/Jeffrey R. Bailey</u><br>
        Jeffrey R. Bailey,<br>
        Chief Executive Officer</p>

        <p></p>

        <p></p>
    </body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>employment.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<html>
    <head>
        <title></title>
    </head>

    <body>
        <a name="A001"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2"><u>EMPLOYMENT
        AGREEMENT</u></font></p>
        <!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" --><a name="A002"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2">TENGASCO,
        INC.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" --><a name="A003"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2">10215 Technology
        Drive, Suite 301</font></p>
        <!-- MARKER FORMAT-SHEET="Head Minor Center"  --><a name="A004"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2">Knoxville, TN
        37932</font></p>

        <p>December 10, 2007</p>

        <p>Mr. Charles Patrick
        <font face="Times New Roman, Times, Serif" size="2">Mclnturff</font></p>

        <p><font face="Times New Roman, Times, Serif" size="2">7702<br>
        Meadowglen Lane <br>Houston, TX 77063</font></p>

        <p><font face="Times New Roman, Times, Serif" size="2"></font></p>
        <!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" --><a name="A006"></a>

        <p align="left"><font face="Times New Roman, Times, Serif" size="2">Dear Pat:</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
        Employment Agreement (this <b>&ldquo;Agreement&rdquo;)</b> governs the terms of your
        employment with Tengasco, Inc. (the <b>&ldquo;Company&rdquo;).</b></font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly,
        we agree as follows:</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">1.&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Duties.</u> Subject to the terms and conditions set forth in this Agreement, effective
        as of the date of this Agreement, the Company agrees to employ you as Vice President of the
        Company, and you agree to be so employed by the Company. You agree to: (a) perfonn
        faithfitlly the duties assigned to you by the Company&rsquo;s Board of Directors or Chief
        Executive Officer, or its or his designee; (b) devote all of your business time, attention
        and energies to the Company&rsquo;s business and the business of any entity that currently
        exists or is hereafter formed that, directly or indirectly through one or more
        intermediaries, controls or is controlled by or under common control with the Company (each
        such entity, an &ldquo;Affiliate&rdquo;); and (c) promote the best interests of the Company
        and its Affiliates (and you shall not knowingly, either during or outside of such business
        time, directly or indirectly, engage in any activity that a reasonable person would
        consider contrary to such best interests). You will be subject to all laws, rules,
        regulations and policies as are from time to time applicable to employees of the
        Company.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">2.&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Term.</u> Except as otherwise provided in this Agreement, the term of your employment
        with the Company under this Agreement shall commence on December 1, 2007 and end on
        November 31, 2009 or on such later date as is provided in the next sentence (the
        &ldquo;Term&rdquo;). On the second anniversary of the date of this Agreement, and on each
        subsequent anniversary of the date of this Agreement thereafter, the Term shall be extended
        for one additional year if and only if the Company shall have given you written notice of
        the extension thereof not less than 30 days prior to such anniversary.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">3.&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Compensation.</u></font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Salary.</u> As compensation for the services provided to the Company by you pursuant to
        Section 1, during the Term, the Company shall pay you an annual salary in the amount of
        $185,000 per year (the <b>&ldquo;Annual Salary&rdquo;).</b></font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(b)&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Bonus.</u> You will be eligible to receive a bonus based on your performance and the
        performance of the Company&rsquo;s business and determined by the Board of Directors, in
        its discretion, based on the recommendation of the Chief Executive Officer, although no
        such bonus (a)</font></p>
        <!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">is guaranteed. The Company will
        communicate to you the criteria on which your bonus eligibility will be based, which
        criteria may be quantitative, qualitative or a combination of both. Should you and the
        Company achieve the targets set by the Board of Directors for any year, it is expected that
        your bonus would be equal to 50% of your salary. Any bonus will be paid within 45 days of
        the receipt by the Board of Directors of audited financial statements of the Company for
        the fiscal year in which the bonus was earned.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(c)&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Options and/or Restricted Stock.</u> You will be eligible to receive grants of options
        to purchase and/or restricted Common Stock of the Company, in the sole discretion of Board
        of Directors. As an inducement to enter into this employment arrangement, you will receive
        an initial grant of 400,000 shares of the Company&rsquo;s common stock, I/5<sup>th</sup> of
        which shall vest immediately, with the remainder vesting in equal increments over four
        years. The terms and conditions of such option grants shall be governed by the Stock Option
        Agreement attached as Annex A. In the event of any conflict between the terms of the Stock
        Option Agreement and this Agreement, the Stock Option Agreement shall prevail.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(d)&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Withholding of Taxes, Etc.</u> Any payments to you pursuant to the terms of this
        Agreement shall be reduced by such amounts as are required to be withheld with respect
        thereto under all present and future federal, state and local tax laws and regulations and
        other laws and regulations.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(e)&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Payments, Generally.</u> All payments to you under this Agreement will be made in
        accordance with the Company&rsquo;s standard payroll policies. You agree that any
        compensation paid to you after termination of your employment with the Company shall only
        be paid upon execution by you of a release in favor of the Company in form and substance
        satisfactory to you and to the Company.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" --><a name="A007"></a>

        <p align="left">
        <font face="Times New Roman, Times, Serif" size="2"><i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.
        Benefits<sup>(.)</sup>, Expense Reimbursement.</i></font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Hang Level 4" FSL="Default" -->

        <table cellspacing="0" cellpadding="0" width="100%">
            <tr valign="top">
                <td align="right" width="12%">
                <font face="Times New Roman, Times, Serif" size="2">(a)</font> </td>

                <td align="left" width="3%">
                <font face="Times New Roman, Times, Serif" size="2">&nbsp;</font> </td>

                <td width="85%">
                    <p align="left"><font face="Times New Roman, Times, Serif" size="2">During the
                    Term, you shall participate in the Company&rsquo;s 401(k) plan, any vacation,
                    group insurance, accident, sickness and hospitalization insurance, and any
                    other employee benefit plans of the Company in effect during the Tenn and
                    generally available to all of the Company&rsquo;s similarly situated
                    employees.</font></p>
                </td>
            </tr>
        </table>
        <br>
        <!-- MARKER FORMAT-SHEET="Para (List) Hang Level 4" FSL="Default" -->

        <table cellspacing="0" cellpadding="0" width="100%">
            <tr valign="top">
                <td align="right" width="12%">
                <font face="Times New Roman, Times, Serif" size="2">(b)</font> </td>

                <td align="left" width="3%">
                <font face="Times New Roman, Times, Serif" size="2">&nbsp;</font> </td>

                <td width="85%">
                    <p align="left"><font face="Times New Roman, Times, Serif" size="2">You shall
                    have the right to reimbursement, upon proper documentation, of reasonable
                    expenses and disbursements incurred by you in the course of the performance of
                    your duties under this Agreement in accordance with the Company&rsquo;s
                    policies and procedures for the reimbursement of such expenses. You agree that
                    any improper expenses or disbursements may be offset against amounts paid by
                    the Company to you under this Agreement.</font></p>
                </td>
            </tr>
        </table>
        <br>
        <!-- MARKER FORMAT-SHEET="Para (List) Hang Level 4" FSL="Default" -->

        <table cellspacing="0" cellpadding="0" width="100%">
            <tr valign="top">
                <td align="right" width="12%">
                <font face="Times New Roman, Times, Serif" size="2">i.</font> </td>

                <td align="left" width="3%">
                <font face="Times New Roman, Times, Serif" size="2">&nbsp;</font> </td>

                <td width="85%">
                    <p align="left">
                    <font face="Times New Roman, Times, Serif" size="2">(c)</font></p>
                </td>
            </tr>
        </table>
        <br>
        <!-- MARKER FORMAT-SHEET="Para (List) Hang Level 4" FSL="Default" -->

        <table cellspacing="0" cellpadding="0" width="100%">
            <tr valign="top">
                <td align="right" width="12%">
                <font face="Times New Roman, Times, Serif" size="2">ii.</font> </td>

                <td align="left" width="3%">
                <font face="Times New Roman, Times, Serif" size="2">&nbsp;</font> </td>

                <td width="85%">
                    <p align="left"><font face="Times New Roman, Times, Serif" size="2">Employee
                    shall also be entitled to a vehicle to be provided to him by the Company for
                    Employee&rsquo;s unlimited use, that being a Jeep Grand Cherokee Limited or
                    other similar vehicle acceptable to Employee. Employer shall be responsible for
                    paying for liability, property damage and comprehensive insurance and for the
                    lease or purchase, operation, maintenance, repair and regular replacement of
                    said vehicle at such interval as may be determined by Company</font></p>
                </td>
            </tr>
        </table>
        <br>
        <!-- MARKER FORMAT-SHEET="Head Center Underline" FSL="Default" --><a name="A008"></a>

        <p align="center"><font face="Times New Roman, Times, Serif" size="2"><u>5. Employment
        Termination.</u></font></p>
        <!-- MARKER PAGE="; page: 2" -->
        <hr color="gray" noshade size="5">
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp; At any
        time during the Term, the Company shall have the right to terminate this Agreement and your
        employment with the Company by giving you written notice thereof. (b) If this Agreement and
        your employment with the Company is terminated by you or by the Company for any reason
        (other than (i) by you in the absence of any material breach of any duty owed by the
        Company to you hereunder or (ii) by the Company following any material breach of any duty
        owed by you to the Company hereunder; in either case where such breach has not been cured
        within ten days written notice by the terminating party to the other party of such breach
        or if such breach is not curable), then the Company shall pay you the greater of (i) the
        Annual Salary to which you would have been entitled if you had continued working for the
        Company until the end of the Term or (ii) the severance payments owed to you under the
        Company&rsquo;s severance policy in effect at the time of termination. In the event of
        te<sup>r</sup>mination as contemplated by the parenthetical clauses above, then you shall
        be entitled an amount equal to all earned but unpaid portions of the Annual Salary through
        the date of such termination. (c) Upon the termination of this Agreement pursuant to this
        Section 5, the Company shall have no further obligations under this Agreement, except as
        otherwise provided by law or the applicable benefit plan; <u>provided,</u> <u>however,</u>
        that Sections 6 through 7 of this Agreement shall survive and remain in full force and
        effect.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" --><a name="A009"></a>

        <p align="left">
        <font face="Times New Roman, Times, Serif" size="2"><i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.
        Covenant Not to Compete, Etc.</i></font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp; At all
        times during the Term and for a period of one year thereafter, you will not, and you will
        cause your Affiliates not to, directly or indirectly, engage or participate in, or render
        services to (whether as owner, operator, member, shareholder, trustee, manager, consultant,
        strategic partner, employee or otherwise) any business competitive with the business as
        conducted by the Company or any of its subsidiaries (collectively, <b>&ldquo;Company
        Entities&rdquo;),</b> included without limitation, the oil and gas exploration and
        development business within the counties of the states in which the Company is active , as
        of the date of this Agreement or at any time during the Term in the states where the
        Company currently has operations (a <b>&ldquo;Competing Business&rdquo;).</b> For the
        purposes of the foregoing, you will not be in breach of this Section 6(a) by reason of your
        ownership, together with that of your Affiliates, of two percent or less of a Competing
        Business&rsquo; voting capital stock if (i) such Competing Business is publicly traded and
        (ii) you and your Affiliates do not control the operation or management of such Competing
        Business.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(b)&nbsp;&nbsp;&nbsp;&nbsp; At all
        times during the Term and for a period of one year thereafter, you will not, and you will
        cause your Affiliates not to, directly or indirectly, solicit for employment, recruit or
        hire, either as an employee or a consultant, any employee, consultant or independent
        contractor of the Company or any Affiliate who was an employee, consultant or independent
        contractor of the Company or any Affiliate as of the date of this Agreement or at any time
        during the Term.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(c)&nbsp;&nbsp;&nbsp;&nbsp; At all
        times during the Term and thereafter, you shall, and you shall cause your Affiliates to,
        keep confidential and not disclose to any other person or use for the benefit of any other
        person any information, technology, know-how, trade secrets, product formulas, industrial
        designs, franchises, inventions or other industrial and intellectual property in your
        possession or control regarding the Company or any Affiliate or any of their respective
        (a)</font></p>
        <!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">businesses (unless and to the extent
        compelled to disclose by judicial or administrative process). Your obligations under this
        Section 6(c) shall not apply to information that (i) is obtained from public information,
        (ii) is received from a third party not, to your knowledge, subject to any obligation of
        confidentiality with respect to such information, or (iii) is or becomes known to the
        public, other than through a breach of this Agreement.</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        You acknowledge and agree that the restrictions contained in Sections 6(a), (b) and (c) are
        a reasonable and necessary protection of the immediate interests of the Company, and any
        violation of these restrictions would cause substantial injury to the Company and that the
        Company would not have entered into this Agreement without receiving the protective
        covenants contained in Sections 6(a), (b) and (c). In the event of a breach or a threatened
        breach by your or any of your Affiliates of these restrictions, the Company will be
        entitled to an injunction restraining you or such Affiliate, as applicable, from such
        breach or threatened breach (without the necessity of proving the inadequacy as a remedy of
        money damages or the posting of a bond); <u>provided,</u> <u>however,</u> that the right to
        injunctive relief will not be construed as prohibiting the Company from pursuing any other
        available remedies, whether at law or in equity, for such breach or threatened
        breach.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Center Underline" FSL="Default" --><a name="A010"></a>

        <p align="left"><font face="Times New Roman, Times, Serif" size="2"><u>7.
        Miscellaneous.</u></font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1
        <u>Certain Interpretative Matters.</u> The captions of Articles and Sections of this
        Agreement are for convenience only and shall not control or affect the meaning or
        construction of any of the provisions of this Agreement. As used herein, (a) words in the
        singular shall be held to include the plural and vice versa and words of one gender (or
        neuter) shall be held to include the other gender (or neuter) as the context requires, (b)
        the terms &ldquo;hereof,&rdquo; &ldquo;herein,&rdquo; and &ldquo;herewith&rdquo; and words
        of similar import shall, unless otherwise stated, be construed to refer to this Agreement
        as a whole and not to any particular provision of this Agreement, (c) Section and paragraph
        references are to the Sections paragraphs to this Agreement unless otherwise specified, and
        (d) unless the context otherwise requires, the word <sup>&ldquo;</sup>or<sup>&rdquo;</sup>
        is not exclusive. Whenever the words &ldquo;included&rdquo;, &ldquo;includes&rdquo; or
        &ldquo;including&rdquo; are used in this Agreement, they shall be deemed to be followed by
        the words &ldquo;without limitation.&rdquo;</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2
        <u>Notices.</u> All notices or other communications required or permitted hereunder shall
        be given in writing and given by certified or registered mail, return receipt requested,
        nationally recognized overnight delivery service, such as Federal Express or facsimile (or
        like transmission) (in the case of any facsimile or like transmission, a copy thereof shall
        be sent by a recognized overnight delivery service no later than the business day after the
        transmission thereof) with confirmation of transmission by the transmitting equipment or
        personal delivery against receipt to the party to whom it is given, in each case, at such
        party&rsquo;s address or facsimile number set forth below or such other address or
        facsimile number address as such party may hereafter specify by notice to the other parties
        hereto given in accordance herewith. Any such notice or other communication shall be deemed
        to have been given as of the date so personally delivered or transmitted by facsimile (or,
        if delivered or transmitted after normal business hours, on the next business day), on the
        next business day when sent by overnight delivery services or five days after the date so
        mailed if by certified or registered mail:</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
        to you, to your address on the signature page to this Agreement.</font></p>
        <!-- MARKER PAGE="; page: 3" -->
        <hr color="gray" noshade size="5">
        <!-- MARKER FORMAT-SHEET="Head Sub 2 Left"  --><a name="A011"></a>

        <p align="left">
        <font face="Times New Roman, Times, Serif" size="2"><i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
        to the Company:</i></font></p>
        Tengasco, Inc. 10215 Technology Drive, Suite 301 Knoxville, TN 37932 Fax No.: ( 865)
        6751621 Attention: General Counsel
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3
        <u>Assignment<sub>.</sub>.</u> This Agreement and all of the provisions hereof shall be
        binding upon and inure to the benefit of the parties hereto and their respective heirs,
        successors and permitted assigns; <u>provided,</u> <u>however,</u> neither this Agreement
        nor any of the rights, interests or obligations hereunder may be assigned by you without
        the prior written consent of the Company. Any purported assignment or delegation in
        violation of this Agreement shall be null and void ab <u>lmtio.</u></font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4
        <u>Entire Agreement.</u> This Agreement embodies the entire agreement and understanding of
        the parties and their respective Affiliates with respect to the transactions contemplated
        hereby and merges in, supersedes and cancels all prior written or oral commitments,
        arrangements or understandings with respect thereto. There are no restrictions, agreements,
        promises, warranties, covenants or undertakings with respect to the transactions
        contemplated hereby other than those expressly set forth in this Agreement.</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5
        <u>Modifications, Amendments and Waivers.</u> This Agreement may not be modified or amended
        except by an instrument or instruments in writing signed by each party hereto. Any party
        hereto may, only by an inst<sup>r</sup>ument in writing, waive compliance by any other
        party or parties hereto with any term or provision hereof on the part of such other party
        or parties hereto to be performed or complied with. No failure or delay of any party in
        exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any
        single or partial exercise of any right or power, or any abandonment or discontinuance of
        steps to enforce such right or power, preclude any other or further exercise thereof or the
        exercise of any other right or power. The waiver by any party hereto of a breach of any
        term or provision hereof shall not be const<sup>r</sup>ued as a waiver of any subsequent
        breach. The rights and remedies of the parties hereunder are cumulative and are not
        exclusive of any rights or remedies that they would otherwise have hereunder.</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6
        <u>Counterparts.</u> This Agreement may be executed in one or more counterparts, all of
        which shall be considered one and the same agreement and each of which shall be deemed an
        original, and will become effective when one or more counterparts have been signed by a
        party and delivered to the other parties. Copies of executed counterparts transmitted by
        telecopy, telefax or other electronic t<sup>r</sup>ansmission service shall be considered
        original executed counterparts for purposes of this Section 7.6, provided that receipt of
        copies of such counterparts is confirmed.</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.7
        <u>GOVERNING LAW.</u> THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
        TENNESSEE THAT APPLY TO CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE.</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.8
        <u>Severability.</u> To the fullest extent that they may effectively do so under applicable
        law, the parties hereto hereby waive any provision of law which renders any provision of
        this Agreement invalid, illegal or unenforceable in any respect. Such parties further agree
        that</font></p>
        <!-- MARKER PAGE="; page: 4" -->
        <hr color="gray" noshade size="5">
        <!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">any provision of this Agreement
        which, notwithstanding the preceding sentence, is rendered or held invalid, illegal or
        unenforceable in any respect in any jurisdiction shall be ineffective, but such
        ineffectiveness shall be limited as follows: (a) if such provision is rendered or held
        invalid, illegal or unenforceable in such jurisdiction only as to a particular Person or
        Persons or under any particular circumstance or circumstances, such provision shall be
        ineffective, but only in such jurisdiction and only with respect to such particular Person
        or Persons or under such particular circumstance or circumstances, as the case may be; (b)
        without limitation of clause (a), such provision shall in any event be ineffective only as
        to such jurisdiction and only to the extent of such invalidity, illegality or
        unenforceability, and such invalidity, illegality or unenforceability in such jurisdiction
        shall not render invalid, illegal or unenforceable such provision in any other
        jurisdiction; and (c) without limitation of clause (a) or (b), such ineffectiveness shall
        not render invalid, illegal or unenforceable this Agreement or any of the remaining
        provisions hereof</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->

        <p>
        <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.9
        <u>Submission to Jurisdiction; Waivers.</u> Each party to this Agreement hereby irrevocably
        and unconditionally: (a) (i) agrees that any suit, action or proceeding instituted against
        it by any other party with respect to this Agreement may be instituted, and that any suit,
        action or proceeding by it against any other party with respect to this Agreement shall be
        instituted, only in the courts of the Commonwealth of Massachusetts, or federal courts
        sitting in Boston, Massachusetts (and appellate courts from any of the foregoing) as the
        party instituting such suit, action or proceeding may in his or its sole discretion elect,
        (ii) consents and submits, for himself or itself and his or its property, to the
        jurisdiction of such courts for the purpose of any such suit, action or proceeding
        instituted against him or it by the other and (iii) agrees that a final judgment in any
        such suit, action or proceeding shall be conclusive and may be enforced in other
        jurisdictions by suit on the judgment or in any other manner provided by law; (b) agrees
        that service of all writs, process and summonses in any suit, action or proceeding pursuant
        to Section 7.9(a) may be effected by the mailing of copies thereof by registered or
        certified mail, postage prepaid, to you or the Company, as the case may be, at the
        addresses for notices pursuant to Section 7.2 hereof (with copies to such other Persons as
        specified therein); <u>provided, however,</u> that nothing contained in this Section 7.9
        shall affect the right of you or the Company to serve process in any other manner permitted
        by law; (c) (i) waives any objection which he, she or it may now or hereafter have to the
        laying of venue of any suit, action or proceeding arising out of or relating to this
        Agreement brought in any court specified in Section 7.9(a), (ii) waives any claim that any
        such suit, action or proceeding brought in any such court has been brought in an
        inconvenient forum and (iii) agrees not to plead or claim either of the foregoing; (d)
        WAIVES ANY RIGHT HE OR IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR
        RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE
        SITTING WITHOUT A JURY; and</font></p>
        <!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">(e)&nbsp;&nbsp;&nbsp;&nbsp; to the
        extent he, she or it has or hereafter may acquire any immunity from jurisdiction of any
        court or from any legal process (whether through service or notice, attachment prior to
        judgment, attachment in aid of execution, execution or otherwise) with respect to himself
        or itself, or his or its property, hereby irrevocably waives such immunity in respect of
        his or its obligations with respect to this Agreement.</font></p>
        <!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" --><a name="A012"></a>

        <p align="left"><font face="Times New Roman, Times, Serif" size="2">(a)</font></p>
        <!-- MARKER PAGE="; page: 5" -->
        <hr color="gray" noshade size="5">
        <!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->

        <p><font face="Times New Roman, Times, Serif" size="2">7.10 <u>No Presumption.</u> Each of
        the parties acknowledges that he, she or it has been represented by counsel in connection
        with this Agreement and the transactions contemplated hereby. Accordingly, with regard to
        each and every term and condition of this Agreement, the parties hereto understand and
        agree that the same have or has been mutually negotiated, prepared and drafted, and if at
        any time the parties hereto desire or are required to interpret or construe any such term
        or condition or any agreement or instrument subject hereto, no consideration shall be given
        to the issue of which party hereto actually prepared, drafted or requested any term or
        condition of this Agreement,<br> We are very
                pleased and excited that you will be on our team. After reviewing the foregoing,
                please confirm your acceptance of our offer by signing and returning this letter to
                us.</font></p>
        <!-- MARKER FORMAT-SHEET="Para Large Hang Level 4" FSL="Default" -->



        <p><br>
        </p>
        <!-- MARKER FORMAT-SHEET="Page Rule Single" FSL="Default" -->

        <p></p>
        <hr align="left" width="100%" noshade size="1">
        <br>
        <br>


        <p>Tengasco,Inc.<br>
        By: <u>s/Jeffrey R.Bailey<br>
        </u>Title: Chief Executive
        Officer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

        <p>Agreed:<br>
        <u>s/ Charles Patrick McInturff<br>
        </u>Address: Charles Patrick McInturff<br>
        7702 Meadowglen Lane Houston , TX 77063
        <!-- MARKER FORMAT-SHEET="Page Rule Single" FSL="Default" --></p>

                <p align="left"></p>
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>pressrelease.htm
<DESCRIPTION>PRESS RELEASE DATED DEC. 26, 2007
<TEXT>
<html>
    <head>
        <title></title>
    </head>
<body>
<A NAME=A001></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>December 26, 2007 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A002></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Tengasco, Inc. Announces
Appointment of Patrick McInturff as Vice President of Tengasco, Inc. and Tengasco/HoactzinManagement
<BR>Agreement with Tengasco Participation Option in Hoactzin&#146;s Louisiana and Texas
Properties </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Knoxville, Tenn. Tengasco, Inc.
(AMEX:TGC) announced today that Patrick McInturff of Houston, Texas was elected by the
Board of Directors as Vice President of the Company as of December 18, 2007, the effective
date of a two-year employment contract between Mr. McInturff and the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company also announced that on
December 18, 2008 the Company entered into a Management Agreement with Hoactzin Partners,
L.P. (&#147;Hoactzin&#148;) whereby Mr. McInturff&#146;s duties while employed by the
Company will include the management on behalf of Hoactzin of its working interests in
certain oil and gas properties owned by Hoactzin and located in the onshore Texas Gulf
Coast, and offshore Texas and offshore Louisiana. The controlling person of Hoactzin is
Peter E. Salas, the Chairman of the Company&#146;s Board of Directors and also the
controlling person of Dolphin Offshore Partners, LP, the Company&#146;s largest
shareholder. As consideration for the Company entering into the Management Agreement,
Hoactzin agreed to reimburse the Company for half of Mr. McInturff&#146;s salary and
certain benefits he receives during his employment by the Company. In further
consideration for the Company&#146;s agreement to enter into the Management Agreement,
Hoactzin granted to the Company an option to participate in up to a 15% working interest
on a dollar for dollar cost basis in any new drilling or workover activities undertaken on
Hoactzin&#146;s managed properties during the term of the agreement. The term of the
Management Agreement is the earlier of the date Hoactzin sells its managed interests or 5
years. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr.&nbsp;&nbsp;&nbsp;&nbsp;
          McInturff received a B.S. in Civil Engineering degree from Texas A&amp;M
          University in 1975. He is a Registered Professional Engineer in Texas and a
          member of the Society of Petroleum Engineers. Before joining the Company he was
          Vice President of Operations of Capco Offshore, Inc. and related companies in
          Houston from October, 2006 until December 2007 responsible for managing and
          supervising offshore operations and workovers and identification and evaluation
          of drilling and workover candidates. From 1991 to 2006, he was employed by Ryder
          Scott Company in Houston performing reservoir studies including determination of
          oil, gas, condensate and plant product reserves, enhanced recovery and oil and
          gas property appraisal. For most of the period 1978 to 1991, he worked in
          various petroleum engineering positions at Union Texas Petroleum Corp. in
          Midland and Houston, Texas, and Karachi, Pakistan and was responsible for
          surveillance and engineering on primary and secondary recovery projects as well
          as design and field supervision of workovers, pressure-transient tests and
          completions both onshore and offshore. During that time period he also worked
          for Global Natural Resources from 1983 to1986 as senior operations engineer
          responsible for all engineering activities. From 1981 to 1983 he was employed by
          Belco Petroleum performing reservoir engineering duties including field studies,
          economic evaluation, reserves estimation, and initiating major field studies on
          waterflood projects in southwestern Wyoming and west Texas. Mr. McInturff was
          employed by Exxon Co. USA from 1975 to 1978 primarily with the reservoir
          engineering group in Midland, Texas performing drilling engineering duties
          including cost estimation, AFE preparation, drilling programs and field
          supervision. He was responsible for the surveillance of fifteen Permian Basin
          oil and gas fields in west Texas using both primary and secondary recovery
          techniques. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CEO Jeffrey R. Bailey said, &#147;I
am very pleased to announce that Pat McInturff has joined the Company as Vice President.
It is a credit to the Company that a man of his credentials in the oil and gas business
has come on board. We believe that his experience and contacts from many years in the oil
and gas business, many of them with Ryder Scott Company in Houston, will provide the
Company with the ability to seek out growth opportunities throughout the country. The
first growth opportunity has presented itself with the Hoactzin management agreement
signed when Mr. McInturff joined the Company. He has knowledge of the Gulf Coast, Texas,
and Louisiana properties owned by Hoactzin from his duties with the operator of those
properties prior to joining the Company. His knowledge of these properties will be
extremely valuable to the Company as it determines the nature of the Company&#146;s
potential investment in these areas. We look forward to seeking out additional
opportunities that will provide significant upside potential for the growth of the
Company.&#148; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Forward-looking statements made in
this release are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements
involve risk and uncertainties which may cause actual results to differ from anticipated
results, including risks associated with the timing and development of the Company&#146;s
reserves and projects as well as risks of downturns in economic conditions generally, and
other risks detailed from time to time in the Company&#146;s filings with the Securities
and Exchange Commission. </FONT></P>

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<A NAME=A003></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Contact: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tengasco, Inc. Jeffrey R. Bailey CEO
865-675-1554 </FONT></P>


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