8-K

                                  UNITED STATE
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): June 6, 2013

                          SYNERGY RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

         Colorado                      001-35245                 20-2835920
  ------------------------       -------------------       --------------------
(State or other jurisdiction    (Commission File No.)      (IRS Employer
of incorporation)                                           Identification No.)

                                20203 Highway 60
                           Platteville, Colorado 80651
                   ------------------------------------------
          (Address of principal executive offices, including Zip Code)


                                       N/A
                   -----------------------------------------
          (Former name or former address if changed since last report)


Check 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)

[] 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-14(c) under the
   Exchange Act (17 CFR 240.13e-4(c))





Item 5.02  Departure of Directors or Certain Officers;  Election of Directors;
           Appointment  of  Certain  Officers;   Compensatory  Arrangement  of
           Certain Officers.

     On June 6, 2013 Synergy  entered into a new  employment  agreement  with Ed
Holloway,  Synergy's  President  and Chief  Executive  Officer.  The  employment
agreement, which is effective June 1, 2013 and expires on May 31, 2016, provides
that Synergy will pay Mr. Holloway an annual salary of $420,000 and requires Mr.
Holloway to devote  approximately 80% of his time to Synergy.  In addition,  for
every 50 wells that begin  producing oil and/or gas after June 1, 2013,  whether
as the result of Synergy's successful drilling efforts or acquisitions,  Synergy
will pay Mr.  Holloway  $100,000  up to a maximum  $300,000  during any 12 month
period, provided that:

     o    each  horizontal  well that meets the criteria above will count toward
          seven wells (as adjusted to reflect the Company's net working interest
          in each horizontal well), and

     o    the unpaid  balance  pertaining to any wells  included in the previous
          "50  well  bonus  program"  that  first  began  producing   commercial
          quantities  of oil and/or gas as a result of the  successful  drilling
          efforts,  or as the result of a completed  acquisition by the Company,
          during  the three  year  period  ended May 31,  2013,  will be counted
          toward the 50 net well limit  applicable for the period beginning June
          1, 2013.

     The  employment   agreement  will  terminate  upon  Mr.  Holloway's  death,
disability or for cause.  If the  employment  agreement is terminated for any of
these reasons,  Mr. Holloway,  or his legal  representatives as the case may be,
will be paid the salary provided by the employment agreement through the date of
termination.

     For purposes of the employment agreement, "cause" is defined as:

     (i)  the conviction of Mr. Holloway of any crime or offense involving fraud
          or moral turpitude which significantly harms Synergy;

     (ii) the  refusal  of Mr.  Holloway  to follow  the  lawful  directions  of
          Synergy's Board of Directors;

     (iii) Mr. Holloway's negligence which shows a reckless or willful disregard
          for the reasonable business practices and significantly harms Synergy;
          or

     (iv) a breach of the employment agreement by Mr. Holloway.

     The  employment  agreement  will  constructively  terminate  if a Change of
Control event has occurred.

     For purposes of the employment agreement "Change of Control" is defined
as:

     (i)  a merger,  consolidation  or  reorganization  resulting  in  Synergy's
          shareholders controlling less than 50% of the successor corporation;

     (ii) the sale of substantially all of Synergy's assets;

                                       2


     (iii) the  acquisition  of more than 50% of Synergy  by a tender  offer not
          approved by the Board of Directors; and

     (iv) a substantial change in the Board of Directors over a 36 month period.

     In the event of a Change in Control, Mr. Holloway can resign as an employee
of Synergy and the Company will pay Mr. Holloway the greater of twelve months of
salary or the  amount  due under the  employment  agreement.  Whether or not Mr.
Holloway  resigns as a result of a Change in Control event, all options or bonus
shares of Synergy held by Mr. Holloway will become fully vested.

     On June 6, 2013 Synergy also entered into a new  employment  agreement with
William E. Scaff,  Jr.,  Synergy's Vice President and  Secretary/Treasurer.  The
employment  agreement,  which is also  effective June 1, 2013 and expires on May
31, 2016,  provides that Synergy will pay Mr. Scaff an annual salary of $420,000
and requires Mr. Scaff to devote  approximately  80% of his time to Synergy.  In
addition,  for every 50 wells that begin  producing oil and/or gas after June 1,
2013,  whether  as the  result  of  Synergy's  successful  drilling  efforts  or
acquisitions,  Synergy will pay Mr.  Scaff  $100,000 up to a maximum of $300,000
during any 12 month period, provided that:

          o    each  horizontal  well that meets the  criteria  above will count
               toward  seven wells (as  adjusted to reflect  the  Company's  net
               working interest in each horizontal well), and

          o    the  unpaid  balance  pertaining  to any  wells  included  in the
               previous  "50 well  bonus  program"  that first  began  producing
               commercial  quantities  of  oil  and/or  gas as a  result  of the
               successful  drilling  efforts,  or as the  result of a  completed
               acquisition  by the  Company,  during the three year period ended
               May 31,  2013,  will be  counted  toward  the 50 net  well  limit
               applicable for the period beginning June 1, 2013.

     The provisions of Mr. Scaff's employment  agreement  regarding  termination
and  change in  control  are  identical  to those in Mr.  Holloway's  employment
agreement.

     The employment  agreements with Mr. Holloway and Mr. Scaff were approved by
Synergy's Compensation Committee and Board of Directors.

     In  addition,  Synergy's  Compensation  Committee  and  Board of  Directors
approved extending the expiration dates of 1,000,000 stock options granted to Ed
Holloway and 1,000,000 stock options granted to William. E. Scaff, Jr. from June
1, 2013 to June 1, 2016.  The stock options are  exercisable  at $1.00 per share
and can be exercised on a "cashless" basis.

Item 9.01     Financial Statements and Exhibits

  Exhibit Number        Description

     10.1               Employment Agreement with Ed Holloway
     10.2               Employment Agreement with William E. Scaff, Jr.

                                       3


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  June 6, 2013

                                 SYNERGY RESOURCES CORPORATION


                                 By:  /s/ Frank L. Jennings
                                      ----------------------------------
                                      Frank L. Jennings, Principal Financial
                                      Officer






                          SYNERGY RESOURCES CORPORATION

                                    FORM 8-K

                                    EXHIBITS

EX-10

                                  EXHIBIT 10.1









                              EMPLOYMENT AGREEMENT


     AGREEMENT,   effective  as  of  June  1,  2013  between  Synergy  Resources
Corporation,  a Colorado  corporation  (the  "Company"),  and Ed  Holloway  (the
"Employee").

     WHEREAS,  the  Company  desires to employ the  Employee,  and the  Employee
desires to accept such  employment  upon the terms and subject to the conditions
contained herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  and for the mutual
promises of the parties hereinafter  contained,  and for other good and valuable
consideration,  the  receipt  and  sufficiency  of which  are  hereby  expressly
acknowledged, and parties hereto agree as follows:

     1. Employment, Duties and Acceptance.

     1.1  Subject to the terms and  conditions  of this  Agreement,  the Company
hereby employs the Employee for the Term (as hereinafter  defined), as President
and Chief Executive Officer.  The Employee will report to the Company's Board of
Directors. Employee will devote approximately 80% of his time to the business of
the Company.  It is understood  that the Employee has been, and will continue to
be, engaged in other business activities.

     1.2 The Employee  hereby  accepts such  employment and agrees to render the
services described above.

     1.3 Any  transactions  or  agreements  between the  Company  and  Petroleum
Management,  LLC or  Petroleum  Exploration  and  Management,  LLC  will  not be
considered a conflict of interest or a breach of  fiduciary  duty so long as the
transaction   or  agreement   is  approved  by  a  majority  of  the   Company's
disinterested  directors in accordance with the Agreement Regarding  Conflicting
Interest Transactions.

     1.4 The Company will maintain officers and directors  liability  insurance,
specifying  the Employee as a named insured,  providing  coverage for any single
claim in an amount which will not be less than $5,000,000.

     2. Term of Employment.

     2.1 The Term of this  Agreement (the "Term") shall commence on June 1, 2013
and shall end on May 31, 2016, unless sooner terminated pursuant to Article 4 of
this Agreement.

     3. Compensation.

     3.1 The Company  agrees to pay the  Employee a salary of $420,000  per year
during the term of this Agreement.

                                       1


     3.2  During  the term of this  agreement  for every 50 net wells that first
begin producing  commercial  quantities of oil and/or gas after June 1, 2013 but
before June 1, 2016, as a result of the  successful  drilling  efforts or as the
result of a completed  acquisition  by the Company,  the Employee will be paid a
bonus of  $100,000,  up to a maximum  bonus of $300,000  during any twelve month
period ending on May 31, 2016, provided that:

          o    each  horizontal  well that meets the  criteria  above will count
               toward  seven wells (as  adjusted to reflect  the  Company's  net
               working interest in each horizontal well), and

          o    the  unpaid  balances  pertaining  to any wells  included  in the
               previous  "50 well  bonus  program"  that first  began  producing
               commercial  quantities  of  oil  and/or  gas as a  result  of the
               successful  drilling  efforts,  or as the  result of a  completed
               acquisition  by the  Company,  during the three year period ended
               May 31,  2013,  will be  counted  toward  the 50 net  well  limit
               applicable for the period beginning June 1, 2013.

     3.3 The  Employee  will be entitled  to  participate  in all benefit  plans
generally available to the Company's employees, including group health insurance
and contributions to 401(k) plans.

     3.4 During the term of this  agreement,  the  Employee  will be entitled to
eight weeks of paid vacation during any twelve month period ending on May 31.

     3.5 For the term of the agreement,  upon presentation of expense statements
or vouchers or such other supporting information as the Company may require, the
Company  shall  pay or  reimburse  the  Employee  for all  reasonable  business,
business related expenses and other reasonable  expenses incurred and/or paid by
Employee  during the Term in the  performance of the  Employee's  services under
this Agreement.

     4. Termination.

     4.1 If the  Employee  should  die  during the Term,  this  Agreement  shall
terminate as of the date of the  Employee's  death,  except that the  Employee's
legal  representatives  shall be entitled to receive all compensation  otherwise
payable to Employee  through the last day of the month in which Employee's death
occurs.

     4.2 If, during the Term, the Employee  shall become  physically or mentally
disabled,  whether  totally  or  partially,  so  that  the  Employee  is  unable
substantially  to  perform  his  services  hereunder  for  (i) a  period  of two
consecutive  months, or (ii) for shorter periods  aggregating four months during
any twelve-month  period, the Company may, at any time after the last day of the
second  consecutive  month of disability or the day on which the shorter periods
of disability shall have equaled an aggregate of four months,  by written notice
to the Employee  (but before the Employee has recovered  from such  disability),
terminate this Agreement.  Notwithstanding  such  disability,  the Company shall
continue to pay the  Employee  his full salary up to and  including  the date of
such termination.

                                       2


     4.3 In the event of (i)  conviction of the Employee of any crime or offense
involving the property of the Company, or any of its subsidiaries or affiliates,
fraud or moral  turpitude,  and such  crime or offense  significantly  harms the
business  operations of the Company,  (ii) the refusal of Employee to follow the
lawful directions of the Company's Board of Directors within a reasonable period
after  delivery  to  Employee  of written  notice of such  directions  (iii) the
Employee's gross negligence,  and such gross negligence  significantly harms the
business  operations of the Company (gross negligence does not include errors of
judgment,  mistakes,  or discretionary  decisions,  but is conduct which shows a
reckless or willful  disregard for  reasonable  business  practices),  or (iv) a
breach of this  Agreement by Employee which Employee fails to cure within thirty
days after notice from the Company's Board of Directors,  or fails to diligently
pursue a cure if the breach is not able to  reasonably  be cured within 30 days,
then the Company may terminate Employee's employment hereunder by written notice
to Employee in which event  Employee  shall be  compensated  as set forth herein
through the date of termination.

     4.4 If an arbitrator or an arbitration  panel  determines  that the Company
was not justified in terminating  this Agreement  pursuant to Section 4.2 or 4.3
the Company will be obligated  to pay the  Employee the  compensation  which the
Employee would have received had this Agreement not been terminated.

     4.5 Constructive Termination shall occur if Employee resigns his employment
within ninety (90) days of the occurrence of any of the following events:  (i) a
relocation  (or demand for  relocation)  of Employee's  place of employment to a
location  more than  thirty-five  (35) miles from  Employee's  current  place of
employment, (ii) the Company's Board of Directors materially interferes with the
performance of the  Employee's  duties or (iii) if a Change of Control event has
occurred.

     "Change  of  Control"  shall mean a change in  ownership  or control of the
Company as a result of any of the following transactions:

     a. a merger,  consolidation  or  reorganization  approved by the  Company's
stockholders, unless securities representing more than 50% of the total combined
voting  power  of  the  voting  securities  of  the  successor  corporation  are
immediately  thereafter  beneficially  owned,  directly  or  indirectly,  and in
substantially  the same proportion,  by the persons who  beneficially  owned the
company's outstanding voting securities immediately prior to such transaction,
or

     b.  any  stockholder-approved  transfer  or  other  disposition  of  all or
substantially all of the Company's assets, or

     c. the  acquisition,  directly or indirectly by any person or related group
of persons  (other  than the Company or a person  that  directly  or  indirectly
controls,  is controlled by, or is under common  control with, the Company),  of
beneficial  ownership  (within  the  meaning  of Rule  13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total voting power of

                                       3


the Company's outstanding securities pursuant to a tender or exchange offer made
directly to the Company's  shareholders  which was not approved by a majority of
the Company's directors or

     d. a change in the  composition  of the Board  over a period of  thirty-six
(36) months or less such that a majority of the Board members,  by reason of one
or more contested  elections for Board  membership,  are no longer  comprised of
individuals  who (A) were Board  members at the  beginning of such period or (B)
have been elected or nominated for election as Board members  during such period
by at least a majority of Board members described in clause (A).

     In the event a Constructive  Termination has occurred, other than Change of
Control, Employee may, in his sole discretion,  provide Company with his written
notice of  resignation  to be effective  not less than 30 days after  receipt by
Company,  whereupon  Employee shall cease to be employed by the Company and both
parties  shall be relieved of further  responsibility  or liability to the other
except as provided by this Agreement.

     In the event of a Change of Control,  Employee may in his sole  discretion,
provide  Company with his written notice of resignation to be effective not less
than 30 days after  receipt by  Company,  whereupon  Employee  shall cease to be
employed by the  Company.  Upon receipt of such notice of  resignation,  Company
shall promptly pay to Employee by certified check, wire transfer funds, or other
form of payment  reasonably  acceptable to Employee,  a lump sum amount equal to
the larger of twelve month's salary of the Employee at such compensation rate as
is then in effect  under  the  terms of this  Agreement,  and any  extension  or
renewal thereof,  or the amount of all salary and benefits which would otherwise
by payable pursuant to this Agreement, whichever is greater (the "Payment"). The
Payment shall not be reduced by any charges,  expenses, debts, set-offs or other
deductions of any kind whatsoever except for required withholding taxes.

     In the event of a  Constructive  Termination,  whether or not  followed  by
termination of Employee's employment, any options or bonus shares of the Company
then held by Employee  shall become fully  vested.  The  expiration  date of any
options which would expire during the six month period following the date of the
Constructive  Termination  will be extended  to the date which is twelve  months
after the date of the Constructive Termination.

     5. Confidential Information, Competition.

     5.1 In view of the fact that the Employee's work for the Company will bring
him into close contact with many confidential affairs of the Company not readily
available to the public, the Employee agrees:

          o    To keep  secret  and  retain  in the  strictest  confidence,  all
               confidential   matters  of  the   Company,   including,   without
               limitation,  all  information  concerning  oil and gas properties
               owned by the  Company  or which  are under  consideration  by the
               Company,  and all other confidential and proprietary  information
               of the  Company  and its  affiliates,  and not to  disclose  such
               confidential  and  proprietary  information to anyone outside the
               Company,  or  to  ever  use  such  confidential  and  proprietary
               information  for the  personal  gain or benefit  of the  Employee

                                       4


               except in the course of performing  his duties  hereunder or with
               the Company's express written consent. Notwithstanding the above,
               confidential  information does not include  information  which is
               known, or becomes known, to the Employee through means other than
               his employment with the Company.

          o    That  all  records  of the  Company,  are and  shall  remain  the
               property  of the  Company  at all times and to furnish on demand,
               all books, records,  letters,  vouchers, maps, drawings, notes or
               any other information that is written, photographed, or stored in
               any manner  containing  data  regarding oil and gas properties in
               which  the   Company   has  an   interest   or  which  are  under
               consideration  by the  Company  and  all  other  Company  records
               whether in  original,  duplicated,  copied,  transcribed,  or any
               other form.

     5.2 If the Employee commits a breach,  or threatens to commit a breach,  of
any of the  provisions  of  Section  5.1  hereof,  the  Company  shall  have the
following rights and remedies:

     5.2.1  The  right to have the  provisions  of this  Agreement  specifically
enforced by any court of competent jurisdiction,  it being acknowledged that any
such breach or threatened breach shall cause  irreparable  injury to the Company
and that money damages shall not provide an adequate remedy to the Company;


     5.2.2 The right to recover  from the Employee  all money  damages,  direct,
consequential,  or  incidental,  suffered by the Company as a result of any acts
constituting a breach of any of the provisions of Section 5.1.


     Each of the rights and remedies  enumerated  above shall be  independent of
the  other  and  shall be  severally  enforceable,  and all of such  rights  and
remedies  shall be in  addition  to,  and not in lieu of,  any other  rights and
remedies available to the Company under law or in equity.

     5.3 All inventions made by the Employee during the employment  term,  which
inventions  apply to the Company's  business,  including any improvements to any
invention in existence as of the date of this Agreement, will be assigned to the
Company.  In the  event  any of  such  inventions  are of a  patentable  nature,
Employee  agrees to apply for a patent on the  invention  and  assign any patent
rights relating to the invention to the Company. The Company will bear the costs
of any such patent applications.

     5.4 Employee  understands  that the Company's duties may involve writing or
drafting various documents, for the Company. Employee hereby assigns any and all
rights to such  documents,  to the  Company,  together  with the right to secure
copyright  therefor and all extensions and renewals of copyright  throughout the
entire  world.  The Company  shall have the right to make any and all  versions,
omissions,  additions,  changes,  specifications  and adaptions,  in whole or in
part, with respect to such documents, brochures or publications.

                                       5


     6. Indemnification.

     The  Company  shall  indemnify  the  Employee  to the extent  permitted  by
Colorado law against all costs,  charges and expenses including attorneys' fees,
incurred or sustained by his in connection  with any action,  suit or proceeding
to which he may be made a party by reason of his being an  officer,  director or
employee of the Company or of any subsidiary or affiliate of the Company.

     7. Notices.

     All  notices,  requests,  consents  and other  communications,  required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been  duly  given  if  delivered   personally  or  sent  by  prepaid  electronic
transmission or mailed first class,  postage prepaid, by registered or certified
mail or delivered by an overnight  courier  service  (notices sent by electronic
transmission,  mail or courier service shall be deemed to have been given on the
date sent), as follows (or to such other address as either party shall designate
by notice in writing to the other):

     If to the Company:

           Synergy Resources Corporation
           20203 Highway 60
           CityplacePlatteville, StateCO PostalCode80651

     If to the Employee:

           Ed Holloway
           20203 Highway 60
           Platteville, CO 80651

     8. General.

     8.1 This Agreement  shall be governed by, and enforced in accordance  with,
the laws of the State of Colorado. If any part of this Agreement is contrary to,
prohibited by or deemed invalid under any  applicable  law or  regulation,  such
provision  shall be  inapplicable  and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible.

     8.2 The article and section  headings in this  Agreement  are for reference
only and shall  not in any way  affect  the  interpretation  of this  Employment
Agreement.

     8.3 This Agreement sets forth the entire agreement and understanding of the
parties  relating  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements,  arrangements and  understandings,  written or oral, relating to the
subject matter hereof. This Agreement replaces,  in its entirety,  any other the
employment agreement between the Company and the Employee.

                                       6


     8.4 This Agreement,  and the Employee's  rights and obligations  hereunder,
may not be assigned by the Employee.  The Company may assign this  Agreement and
its rights,  together with its  obligations,  hereunder in  connection  with any
sale,  transfer or other disposition of all or substantially all of its business
or assets and in such event,  the obligations of the Company  hereunder shall be
binding on its successors or assigns,  whether by merger,  consolidation  or the
acquisition of all or substantially all of the Company's business or assets.

     8.5 This Agreement may be amended, modified, superseded, cancelled, renewed
or extended,  and the terms hereof may be waived,  only by a written  instrument
executed by both of the parties hereto or, in the case of a waiver, by the party
waiving compliance.  The failure of either party at any time or times to require
performance of any provision in this Agreement (whether by conduct or otherwise)
shall in no manner be deemed to be, or  construed  as, a further  or  continuing
waiver  of any such  breach,  or a waiver of the  breach  of any  other  term or
covenant of this Agreement.

     8.6 As used herein,  the term  "subsidiary"  shall mean any  corporation or
other business entity controlled by the Company;  and the term "affiliate" shall
mean  and  include  any  corporation  or  other  business  entity   controlling,
controlled by, or under common control with the Company.

     8.7 Following Employee's  termination of employment and as a director,  any
actions taken by Employee  involving the oil and gas industry will not be deemed
any conflict of interest, or other violation of this agreement, even if Employee
is a  shareholder,  so long as the  Employee  does not use any trade  secrets or
confidential  information,  as defined herein, of the Company in order to engage
in such activity.

     8.8 All disputes arising out of or in connection with this agreement, or in
respect  of  any  legal  relationship  associated  with  or  derived  from  this
agreement,  shall be  arbitrated  and  finally  resolved  in  Denver,  Colorado,
pursuant  to  the  commercial  arbitration  rules  of the  American  Arbitration
Association.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of June 6,
2013.

                                  SYNERGY RESOURCES CORPORATION


                                  By: /s/ Frank L. Jennings
                                      ----------------------------------
                                      Frank L. Jennings, Principal Financial
                                      Officer

                                  EMPLOYEE

                                      /s/ Ed Holloway
                                      ----------------------------------
                                      Ed Holloway

EX-10

                                  EXHIBIT 10.2






                              EMPLOYMENT AGREEMENT


     AGREEMENT,   effective  as  of  June  1,  2013  between  Synergy  Resources
Corporation,  a Colorado corporation (the "Company"),  and William E. Scaff, Jr.
(the "Employee").

     WHEREAS,  the  Company  desires to employ the  Employee,  and the  Employee
desires to accept such  employment  upon the terms and subject to the conditions
contained herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  and for the mutual
promises of the parties hereinafter  contained,  and for other good and valuable
consideration,  the  receipt  and  sufficiency  of which  are  hereby  expressly
acknowledged, and parties hereto agree as follows:

     1. Employment, Duties and Acceptance.

     1.1  Subject to the terms and  conditions  of this  Agreement,  the Company
hereby  employs the  Employee  for the Term (as  hereinafter  defined),  as Vice
President,  Secretary and  Treasurer.  The Employee will report to the Company's
Board of Directors.  Employee will devote  approximately  80% of his time to the
business of the Company.  It is understood  that the Employee has been, and will
continue to be, engaged in other business activities.

     1.2 The Employee  hereby  accepts such  employment and agrees to render the
services described above.

     1.3 Any  transactions  or  agreements  between the  Company  and  Petroleum
Management,  LLC or  Petroleum  Exploration  and  Management,  LLC  will  not be
considered a conflict of interest or a breach of  fiduciary  duty so long as the
transaction   or  agreement   is  approved  by  a  majority  of  the   Company's
disinterested  directors in accordance with the Agreement Regarding  Conflicting
Interest Transactions.

     1.4 The Company will maintain officers and directors  liability  insurance,
specifying  the Employee as a named insured,  providing  coverage for any single
claim in an amount which will not be less than $5,000,000.

     2. Term of Employment.

     2.1 The Term of this  Agreement (the "Term") shall commence on June 1, 2013
and shall end on May 31, 2016, unless sooner terminated pursuant to Article 4 of
this Agreement.

     3. Compensation.

                                       1


     3.1 The Company  agrees to pay the  Employee a salary of $420,000  per year
during the term of this Agreement.

     3.2  During  the term of this  agreement  for every 50 net wells that first
begin producing  commercial  quantities of oil and/or gas after June 1, 2013 but
before June 1, 2016, as a result of the  successful  drilling  efforts or as the
result of a completed  acquisition  by the Company,  the Employee will be paid a
bonus of  $100,000,  up to a maximum  bonus of $300,000  during any twelve month
period ending on May 31, 2016, provided that:

          o    each  horizontal  well that meets the  criteria  above will count
               toward  seven wells (as  adjusted to reflect  the  Company's  net
               working interest in each horizontal well), and

          o    the  unpaid  balance  pertaining  to any  wells  included  in the
               previous  "50 well  bonus  program"  that first  began  producing
               commercial  quantities  of  oil  and/or  gas as a  result  of the
               successful  drilling  efforts,  or as the  result of a  completed
               acquisition  by the  Company,  during the three year period ended
               May 31,  2013,  will be  counted  toward  the 50 net  well  limit
               applicable for the period beginning June 1, 2013.

     3.3 The  Employee  will be entitled  to  participate  in all benefit  plans
generally available to the Company's employees, including group health insurance
and contributions to 401(k) plans.

     3.4 During the term of this  agreement,  the  Employee  will be entitled to
eight weeks of paid vacation during any twelve month period ending on May 31.

     3.5 For the term of the agreement,  upon presentation of expense statements
or vouchers or such other supporting information as the Company may require, the
Company  shall  pay or  reimburse  the  Employee  for all  reasonable  business,
business related expenses and other reasonable  expenses incurred and/or paid by
Employee  during the Term in the  performance of the  Employee's  services under
this Agreement.

4. Termination.

     4.1 If the  Employee  should  die  during the Term,  this  Agreement  shall
terminate as of the date of the  Employee's  death,  except that the  Employee's
legal  representatives  shall be entitled to receive all compensation  otherwise
payable to Employee  through the last day of the month in which Employee's death
occurs.

     4.2 If, during the Term, the Employee  shall become  physically or mentally
disabled,  whether  totally  or  partially,  so  that  the  Employee  is  unable
substantially  to  perform  his  services  hereunder  for  (i) a  period  of two
consecutive  months, or (ii) for shorter periods  aggregating four months during
any twelve-month  period, the Company may, at any time after the last day of the
second  consecutive  month of disability or the day on which the shorter periods
of disability shall have equaled an aggregate of four months,  by written notice
to the Employee  (but before the Employee has recovered  from such  disability),
terminate this Agreement.  Notwithstanding  such  disability,  the Company shall
continue to pay the  Employee  his full salary up to and  including  the date of
such termination.

                                       2


     4.3 In the event of (i)  conviction of the Employee of any crime or offense
involving the property of the Company, or any of its subsidiaries or affiliates,
fraud or moral  turpitude,  and such  crime or offense  significantly  harms the
business  operations of the Company,  (ii) the refusal of Employee to follow the
lawful directions of the Company's Board of Directors within a reasonable period
after  delivery  to  Employee  of written  notice of such  directions  (iii) the
Employee's gross negligence,  and such gross negligence  significantly harms the
business  operations of the Company (gross negligence does not include errors of
judgment,  mistakes,  or discretionary  decisions,  but is conduct which shows a
reckless or willful  disregard for  reasonable  business  practices),  or (iv) a
breach of this  Agreement by Employee which Employee fails to cure within thirty
days after notice from the Company's Board of Directors,  or fails to diligently
pursue a cure if the breach is not able to  reasonably  be cured within 30 days,
then the Company may terminate Employee's employment hereunder by written notice
to Employee in which event  Employee  shall be  compensated  as set forth herein
through the date of termination.

     4.4 If an arbitrator or an arbitration  panel  determines  that the Company
was not justified in terminating  this Agreement  pursuant to Section 4.2 or 4.3
the Company will be obligated  to pay the  Employee the  compensation  which the
Employee would have received had this Agreement not been terminated.

     4.5 Constructive Termination shall occur if Employee resigns his employment
within ninety (90) days of the occurrence of any of the following events:  (i) a
relocation  (or demand for  relocation)  of Employee's  place of employment to a
location  more than  thirty-five  (35) miles from  Employee's  current  place of
employment, (ii) the Company's Board of Directors materially interferes with the
performance of the  Employee's  duties or (iii) if a Change of Control event has
occurred.

     "Change  of  Control"  shall mean a change in  ownership  or control of the
Company as a result of any of the following transactions:

     a  merger,  consolidation  or  reorganization  approved  by  the  Company's
stockholders, unless securities representing more than 50% of the total combined
voting  power  of  the  voting  securities  of  the  successor  corporation  are
immediately  thereafter  beneficially  owned,  directly  or  indirectly,  and in
substantially  the same proportion,  by the persons who  beneficially  owned the
company's  outstanding voting securities  immediately prior to such transaction,
or

     b.  any  stockholder-approved  transfer  or  other  disposition  of  all or
substantially all of the Company's assets, or

     c. the  acquisition,  directly or indirectly by any person or related group
of persons  (other  than the Company or a person  that  directly  or  indirectly
controls,  is controlled by, or is under common  control with, the Company),  of
beneficial  ownership  (within  the  meaning  of Rule  13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total voting power of

                                       3


the Company's outstanding securities pursuant to a tender or exchange offer made
directly to the Company's  shareholders  which was not approved by a majority of
the Company's directors, or

     d. a change in the  composition  of the Board  over a period of  thirty-six
(36) months or less such that a majority of the Board members,  by reason of one
or more contested  elections for Board  membership,  are no longer  comprised of
individuals  who (A) were Board  members at the  beginning of such period or (B)
have been elected or nominated for election as Board members  during such period
by at least a majority of Board members described in clause
(A).

     In the event a Constructive  Termination has occurred, other than Change of
Control, Employee may, in his sole discretion,  provide Company with his written
notice of  resignation  to be effective  not less than 30 days after  receipt by
Company,  whereupon  Employee shall cease to be employed by the Company and both
parties  shall be relieved of further  responsibility  or liability to the other
except as provided by this Agreement.

     In the event of a Change of Control,  Employee may in his sole  discretion,
provide  Company with his written notice of resignation to be effective not less
than 30 days after  receipt by  Company,  whereupon  Employee  shall cease to be
employed by the  Company.  Upon receipt of such notice of  resignation,  Company
shall promptly pay to Employee by certified check, wire transfer funds, or other
form of payment  reasonably  acceptable to Employee,  a lump sum amount equal to
the larger of twelve month's salary of the Employee at such compensation rate as
is then in effect  under  the  terms of this  Agreement,  and any  extension  or
renewal thereof,  or the amount of all salary and benefits which would otherwise
by payable pursuant to this Agreement, whichever is greater (the "Payment"). The
Payment shall not be reduced by any charges,  expenses, debts, set-offs or other
deductions of any kind whatsoever except for required withholding taxes.

     In the event of a  Constructive  Termination,  whether or not  followed  by
termination of Employee's employment, any options or bonus shares of the Company
then held by Employee  shall become fully  vested.  The  expiration  date of any
options which would expire during the six-month period following the date of the
Constructive  Termination  will be extended  to the date which is twelve  months
after the date of the Constructive Termination.

     5. Confidential Information, Competition.

     5.1 In view of the fact that the Employee's work for the Company will bring
him into close contact with many confidential affairs of the Company not readily
available to the public, the Employee agrees:

          o    To keep  secret  and  retain  in the  strictest  confidence,  all
               confidential   matters  of  the   Company,   including,   without
               limitation,  all  information  concerning  oil and gas properties
               owned by the  Company  or which  are under  consideration  by the
               Company,  and all other confidential and proprietary  information
               of the  Company  and its  affiliates,  and not to  disclose  such
               confidential  and  proprietary  information to anyone outside the
               Company,  or  to  ever  use  such  confidential  and  proprietary

                                       4


               information  for the  personal  gain or benefit  of the  Employee
               except in the course of performing  his duties  hereunder or with
               the Company's express written consent. Notwithstanding the above,
               confidential  information does not include  information  which is
               known, or becomes known, to the Employee through means other than
               his employment with the Company.

          o    That  all  records  of the  Company,  are and  shall  remain  the
               property  of the  Company  at all times and to furnish on demand,
               all books, records,  letters,  vouchers, maps, drawings, notes or
               any other information that is written, photographed, or stored in
               any manner  containing  data  regarding oil and gas properties in
               which  the   Company   has  an   interest   or  which  are  under
               consideration  by the  Company  and  all  other  Company  records
               whether in  original,  duplicated,  copied,  transcribed,  or any
               other form.

     5.2 If the Employee commits a breach,  or threatens to commit a breach,  of
any of the  provisions  of  Section  5.1  hereof,  the  Company  shall  have the
following rights and remedies:

     5.2.1  The  right to have the  provisions  of this  Agreement  specifically
enforced by any court of competent jurisdiction,  it being acknowledged that any
such breach or threatened breach shall cause  irreparable  injury to the Company
and that money damages shall not provide an adequate remedy to the Company;


     5.2.2 The right to recover  from the Employee  all money  damages,  direct,
consequential,  or  incidental,  suffered by the Company as a result of any acts
constituting a breach of any of the provisions of Section 5.1.


     Each of the rights and remedies  enumerated  above shall be  independent of
the  other  and  shall be  severally  enforceable,  and all of such  rights  and
remedies  shall be in  addition  to,  and not in lieu of,  any other  rights and
remedies available to the Company under law or in equity.

     5.3 All inventions made by the Employee during the employment  term,  which
inventions  apply to the Company's  business,  including any improvements to any
invention in existence as of the date of this Agreement, will be assigned to the
Company.  In the  event  any of  such  inventions  are of a  patentable  nature,
Employee  agrees to apply for a patent on the  invention  and  assign any patent
rights relating to the invention to the Company. The Company will bear the costs
of any such patent applications.

     5.4 Employee  understands  that the Company's duties may involve writing or
drafting various documents, for the Company. Employee hereby assigns any and all
rights to such  documents,  to the  Company,  together  with the right to secure
copyright  therefor and all extensions and renewals of copyright  throughout the
entire  world.  The Company  shall have the right to make any and all  versions,
omissions,  additions,  changes,  specifications  and adaptions,  in whole or in
part, with respect to such documents, brochures or publications.

                                       5


     6. Indemnification.

     The  Company  shall  indemnify  the  Employee  to the extent  permitted  by
Colorado law against all costs,  charges and expenses including attorneys' fees,
incurred or sustained by his in connection  with any action,  suit or proceeding
to which he may be made a party by reason of his being an  officer,  director or
employee of the Company or of any subsidiary or affiliate of the Company.

     7. Notices.

     All  notices,  requests,  consents  and other  communications,  required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been  duly  given  if  delivered   personally  or  sent  by  prepaid  electronic
transmission or mailed first class,  postage prepaid, by registered or certified
mail or delivered by an overnight  courier  service  (notices sent by electronic
transmission,  mail or courier service shall be deemed to have been given on the
date sent), as follows (or to such other address as either party shall designate
by notice in writing to the other):

      If to the Company:

           Synergy Resources Corporation
           20203 Highway 60
           CityplacePlatteville, StateCO PostalCode80651

      If to the Employee:

           William E. Scaff, Jr.
           20203 Highway 60
           Platteville, CO 80651

     8. General.

     8.1 This Agreement  shall be governed by, and enforced in accordance  with,
the laws of the State of Colorado. If any part of this Agreement is contrary to,
prohibited by or deemed invalid under any  applicable  law or  regulation,  such
provision  shall be  inapplicable  and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible.

     8.2 The article and section  headings in this  Agreement  are for reference
only and shall  not in any way  affect  the  interpretation  of this  Employment
Agreement.

     8.3 This Agreement sets forth the entire agreement and understanding of the
parties  relating  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements,  arrangements and  understandings,  written or oral, relating to the

                                       6


subject matter hereof. This Agreement replaces,  in its entirety,  any other the
employment agreement between the Company and the Employee.

     8.4 This Agreement,  and the Employee's  rights and obligations  hereunder,
may not be assigned by the Employee.  The Company may assign this  Agreement and
its rights,  together with its  obligations,  hereunder in  connection  with any
sale,  transfer or other disposition of all or substantially all of its business
or assets and in such event,  the obligations of the Company  hereunder shall be
binding on its successors or assigns,  whether by merger,  consolidation  or the
acquisition of all or substantially all of the Company's business or assets.

     8.5 This Agreement may be amended, modified, superseded, cancelled, renewed
or extended,  and the terms hereof may be waived,  only by a written  instrument
executed by both of the parties hereto or, in the case of a waiver, by the party
waiving compliance.  The failure of either party at any time or times to require
performance of any provision in this Agreement (whether by conduct or otherwise)
shall in no manner be deemed to be, or  construed  as, a further  or  continuing
waiver  of any such  breach,  or a waiver of the  breach  of any  other  term or
covenant of this Agreement.

     8.6 As used herein,  the term  "subsidiary"  shall mean any  corporation or
other business entity controlled by the Company;  and the term "affiliate" shall
mean  and  include  any  corporation  or  other  business  entity   controlling,
controlled by, or under common control with the Company.

     8.7 Following Employee's  termination of employment and as a director,  any
actions taken by Employee  involving the oil and gas industry will not be deemed
any conflict of interest, or other violation of this agreement, even if Employee
is a  shareholder,  so long as the  Employee  does not use any trade  secrets or
confidential  information,  as defined herein, of the Company in order to engage
in such activity.

     8.8 All disputes arising out of or in connection with this agreement, or in
respect  of  any  legal  relationship  associated  with  or  derived  from  this
agreement,  shall be  arbitrated  and  finally  resolved  in  Denver,  Colorado,
pursuant  to  the  commercial  arbitration  rules  of the  American  Arbitration
Association.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of June 6,
2013.

                                  SYNERGY RESOURCES CORPORATION


                                By  /s/ Frank L. Jennings
                                    ----------------------------------
                                    Frank L. Jennings, Principal Financial
                                    Officer

                                    EMPLOYEE

                                    /s/ William E. Scaff
                                    ----------------------------------
                                    William E. Scaff, Jr.