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Exhibit 10.3

BASIC EARTH SCIENCE SYSTEMS, INC.

PERFORMANCE BONUS PLAN

The chief executive officer’s potential cash bonus shall be equal to 100% of his or her annual salary. The bonus shall be determined based on four (4) criteria, each contributing up to a maximum of 25% of his or her bonus. The four criteria are (i) increase in annual production; (ii) increase in reserves; (iii) return on investment; and (iv) performance of the Company’s stock price relative to the stock prices of its peer companies. The percentage awards from each criterion are added to determine the total percentage of the award. This Bonus Plan shall be effective for fiscal years beginning with the fiscal year ended March 31, 2009.

Annual Production Bonus Award Percentage

The Compensation Committee believes that increasing production is a critical measure of performance. Oil and gas reserves are a finite resource and, if unaddressed, declines in production from previous levels are expected. Any increase in production from previous levels is not only an indication of arresting this natural decline but a strong indicator of growth.

The Annual Production Bonus Award Percentage shall be based on the annual percentage increase in production. The annual increase in production shall be determined by dividing the annual production in barrels of oil equivalent (BOE) for the most recent fiscal year by the annual production in BOE for the prior fiscal year and then subtracting 100%. For each percentage increase in annual production, the annual production bonus award shall be equal to 2% of the chief executive officer’s salary as of the end of the fiscal year to which the bonus relates. In each case the percentage award shall be a maximum of 25% and a minimum of 0%.

Reserves Bonus Award Percentage

The Compensation Committee believes that increasing the Company’s reserve base is critical to the Company’s future growth. If the Company does not replace the reserves it produces, the Company’s production would decline year after year. In order to grow, it is necessary for the Company to replace these reserves by discovering new reserves or acquiring producing properties. The estimation of reserves involves a number of variables, including commodity prices. Commodity prices are beyond the control of the chief executive officer. The Compensation Committee believes this limitation is acceptable, because in those years when commodity prices are up and have a positive effect on bonus determination, the Company is more likely to have the funds to pay bonuses. Likewise, in years that commodity prices are down and have a negative effect on bonus determination, the Company is less likely to have the funds to pay bonuses.

The Reserves Bonus Award Percentage shall be based on the annual percentage increase in reserves measured in BOE. The annual increase in reserves shall be determined by dividing the reserves in BOE at the end of the most recent fiscal year by the reserves in BOE at the end of the prior fiscal year and then subtracting 100%. For each percentage increase in annual reserves, the bonus award shall be 2% of the chief executive officer’s salary as of the end of the fiscal year to which the bonus relates. In each case the percentage award shall be a maximum of 25% and a minimum of 0%.

Return on Investment Bonus Award Percentage

The Compensation Committee believes that it is


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