EXHIBIT 4.4

                           EMPLOYEE SAVINGS PLAN
                         FOR ELIGIBLE EMPLOYEES OF
                            POCO PETROLEUMS LTD.

                          ARTICLE 1 - DEFINITIONS

1.1  Whenever used in this Plan:

     (a)  "Active  Participant" shall mean an Employee described in Article
          2 in any month contributions are made under Section 3.1 or 3.2.

     (b)  "Administrator"  shall mean the  administrator of the Plan, being
          Fidelity Investments Canada Limited or any successor appointed by
          the Corporation.

     (c)  "Basic  Earnings"  shall mean the projected  annual salary of the
          Employee as determined conclusively by the Corporation, excluding
          all  bonuses,  car  allowances  and all non  cash  benefits  from
          employment.

     (d)  "Corporation" shall mean Poco Petroleums Ltd., its successors and
          assigns and any subsidiary or affiliated company so designated by
          the Directors of Poco Petroleums Ltd.

     (e)  "Credit Balance" shall refer to each Participant's interest under
          the Plan from time to time,  as described in Article 5, and shall
          include:

          (i)  the investments held by the Trustee for the Participant
               under this Plan as of a specified date; and

          (ii) amounts held by the Trustee for the Participant in
               uninvested cash or in any other form.

     (f)  "Employee"  shall  mean  a  permanent  salaried  full-time  or  a
          permanent   salaried   part-time/job   share   employee   of  the
          Corporation.

     (g)  "Fund" shall mean the asset balance  attributable  to each of the
          investments described in Section 6. 1.

     (h)  "Normal   Retirement   Date"  shall  mean,   in  respect  of  any
          Participant who has attained the age of 60, the Transaction  Date
          coinciding  with or next  following the date of  retirement  from
          employment with the Corporation of that Participant.

     (i)  "Participant" shall mean an Employee of the Corporation who is an
          Active Participant in the Plan as prescribed in Article 2, or who
          has been an Active  Participant and still has a Credit Balance in
          the Plan.

     (j)  "Plan"  shall  mean  the  Employee   Savings  Plan  for  Eligible
          Employees of the Corporation as described herein, or as hereafter
          amended.

     (k)  "RRSP" means the Poco  Petroleums Ltd. Group  Retirement  Savings
          Plan administered by the Administrator.

     (l)  "Transaction  Date"  shall  mean the first  business  day of each
          month.

     (m)  "Trustee"  shall  mean the  trustee  of the Plan,  being TD Trust
          Company or any successor  trustee  appointed by the Administrator
          or the Corporation.

Whenever used in this  instrument,  the singular  shall include the plural,
the plural shall  include the singular,  the feminine  gender shall include
the masculine, and the masculine gender shall include the feminine.

                         ARTICLE 2 - PARTICIPATION

2.1  Entry Into Plan
     ---------------

     Each Employee of the Corporation shall become eligible to be an Active
     Participant in this Plan on the date of employment by the Corporation,
     provided the Employee has:

     (a)  made  written   application   in  a  manner   acceptable  to  the
          Corporation;

     (b)  executed an election designating the percentage of Basic Earnings
          to be contributed to the Plan and,  authorized the Corporation to
          make payroll  deductions for the  Participant's  contributions as
          provided in Article 3 hereof; and

     (c)  been  certified to the  Administrator  by the  Corporation  as an
          eligible Participant under the Plan.

2.2  Cessation of Participation
     --------------------------

     An Employee  will remain an Active  Participant  in the Plan until the
     earliest of the following dates:

     (a)  The date the Employee ceases to be employed by the Corporation;

     (b)  The date the Employee suspends contributions under Section 3.4;

     (c)  The date the Employee  becomes  entitled to long term  disability
          benefits  from  either the  Corporation  or the  insurers  of the
          Corporation; or

     (d)  The date the Employee gives written notice to the Corporation and
          the Trustee of withdrawal of the Plan.

                         ARTICLE 3 - CONTRIBUTIONS

3.1  Participant's Contributions
     ---------------------------

     Each Active  Participant  may contribute to the Plan any percentage up
     to a maximum of 5% of the Active  Participant's  Basic  Earnings (such
     percentage being referred to herein as the "Basic Contribution Rate"),
     which Basic  Contribution Rate shall be established by the Participant
     from time to time by notice in  writing to the  Corporation  and which
     shall  be paid to the  Administrator  in  monthly  instalments  by the
     Corporation  deducting  the amount of each such  instalment  from each
     payment of Basic Earnings to the Employee.  A Basic  Contribution Rate
     established by an Active Participant shall continue until varied by an
     Active Participant by notice in writing to the Corporation.

3.2  Corporation Contributions
     -------------------------

     The Corporation shall contribute to the Plan, on behalf of each Active
     Participant,  out of current or prior profits of the  Corporation,  an
     amount  equal  to  100%  of the  contributions  made  by  such  Active
     Participant up to a maximum of 5% of such Active  Participant's Basing
     Earnings.

     The contributions by the Corporation and each Active Participant shall
     be made solely in the form of cash or securities  of the  Corporation,
     as determined by the Corporation  and an Active  Participant may elect
     to invest or withdraw such contributions as otherwise provided in this
     Plan.

3.3  Excess Contributions
     --------------------

     (a)  Each  Active  Participant  may  elect to  contribute  to the Plan
          amounts of the Active  Participant's  Basic Earnings in excess of
          the Basic Contribution Rate ("Excess  Contribution  Rate"), which
          Excess  Contribution Rate shall be established at the time of the
          establishment  of the Basic  Contribution  Rate and which will be
          paid  to  the   Administrator  in  monthly   instalments  by  the
          Corporation  deducting  the amount of each such  instalment  from
          each  payment  of  Basic  Earnings  to the  Employee.  An  Excess
          Contribution  Rate  shall  continue  until  varied  by an  Active
          Participant by notice in writing to the Corporation.

     (b)  Contributions  at the Excess  Contribution  Rate shall be made in
          the form of cash or securities of the Corporation,  as determined
          by the Corporation and an Active  Participant may elect to invest
          or withdraw  the amount  received as  otherwise  provided in this
          Plan.  Contributions made at the Excess Contribution Rate are not
          eligible for matching  contributions by the Corporation  pursuant
          to Section 3.2, but are eligible for  investment in the RRSP. All
          contributions  made at the  Excess  Contribution  Rate  shall  be
          otherwise  subject  to all of the  terms and  conditions  of this
          Plan, including, in particular, Article 4 hereof.

3.4  RRSP Contribution Limits
     ------------------------

     If an Active  Participant has in any year directed any portion of such
     Active  Participant's  contributions  to be invested in the RRSP, such
     Active  Participant  shall be solely  responsible  for determining the
     maximum amount prescribed by law and such individual may contribute to
     one or more  registered  retirement  savings  plan in any year and for
     ensuring  that such  maximum  amounts  are not  exceeded.  Neither the
     Administrator,  the Trustee,  nor the Corporation  shall in any way be
     liable in the event an Active  Participant  contributes any amounts to
     the RRSP which are either on their own or in combination  with amounts
     contributed to other registered retirement savings plans, in excess of
     the  maximum  amounts  prescribed  by  law  eligible  for  income  tax
     deduction for any one year.

3.5  Conditions and Limitations
     --------------------------

     (a)  Each payment received by the Administrator  shall be allocated to
          the Credit  Balance of an  individual  Participant  in respect of
          whom the  amount  was  paid.  The  Administrator  shall  allocate
          contributions   indicated  in   accordance   with  prior  written
          instructions on the forms authorized by the Corporation.

     (b)  Contributions  by, and on behalf of,  each  Participant  shall be
          paid to the  Administrator  by the  Corporation  not  later  than
          thirty (30) days following the deduction from the Employee's pay,
          and   credited  to  the   respective   Credit   Balance  of  each
          Participant.

3.6  Suspension of Contributions
     ---------------------------

     An Active Participant may suspend his contributions by written request
     to the  Corporation,  which  request  shall be  effective  on the next
     following Transaction Date. Contributions by an Active Participant and
     the Corporation  shall be suspended during any period during which the
     Active  Participant is temporarily not employed by the Corporation (on
     the  inactive  list) on account  of layoff,  leave of absence or other
     reason, and is not receiving salary from the Corporation.

                 ARTICLE 4 - WITHDRAWALS DURING EMPLOYMENT

4.1  Withdrawals of Participant's Contributions
     ------------------------------------------

     Not more frequently  than once in each calendar  quarter a Participant
     may  withdraw  from the Plan all or any  portion of the  Participant's
     Credit Balance in the Plan without penalty.

4.2  Procedure for Making Withdrawals
     --------------------------------

     Requests  for  withdrawals  under  Section  4.1  above  shall  be made
     directly  to the  Trustee  and shall be made in  accordance  with such
     rules and procedures as may be established by the Trustee and approved
     by the Corporation from time to time. Withdrawals may, at the election
     of the Participant,  be made in the form of cash or in such other form
     as may be made available by the Administrator.

               ARTICLE 5 - VESTING AND SETTLEMENT OF ACCOUNTS

5.1  Ownership of Own Contributions and Earnings
     -------------------------------------------

     All  contributions  to  the  Plan  made  by a  Participant  or by  the
     Corporation  on behalf of a  Participant,  together  with any  income,
     capital gain and other  appreciation,  less any capital loss, expense,
     charge  and  other  such  loss,   allocated   or   reallocated   to  a
     Participant's   Credit  Balance  shall  be  nonforfeitable  and  shall
     continually vest in the Participant.

5.2  Payment of Benefits
     -------------------

     The total of a  Participant's  Credit  Balance  shall be issued to the
     Participant  or,  in  the  event  of  death,   to  the   Participant's
     beneficiary,  as  soon  as  is  administratively  feasible  after  the
     earliest of:

     (i)   The day on  which  the  Employee  ceases  to be  employed  by the
           Corporation;

     (ii)  The day on which the Participant  gives notice of withdrawal from
           the Plan.

     (iii) The death of the Employee;

     (iv)  The Employee's Normal Retirement Date; or

     (v)   The termination or winding up of the Plan by the Corporation.

                           ARTICLE 6 - INVESTMENT

6.1  Investment
     ----------

     (a)  All   contributions  in  the  Plan  shall  be  invested  in  such
          investment  opportunities  as may be  designated  by the Benefits
          Committee from time to time.

     (b)  Limitations on Designation of Investments
          -----------------------------------------

          (i)  The Administrator  shall execute all allocation  requests as
               soon as  administratively  feasible.  However,  neither  the
               Administrator  nor the  Corporation  shall be liable for any
               delay in the  execution of any requests.  All  securities of
               the Corporation required for the purposes of this Plan shall
               be  purchased  by the  Administrator  in the open  market no
               later  than  the end of the  first  full  week of the  month
               following the month of contribution.

          (ii) Income,  if any, from investments shall be reinvested by the
               Administrator in the same Fund.

            ARTICLE 7 - ACCOUNTS TO BE RENDERED BY ADMINISTRATOR

7.1  Retention and Issuance of Information by Administrator
     ------------------------------------------------------

     The  Administrator  shall keep  accurate and detailed  accounts of all
     investments,  receipts,  disbursements and other transactions. As soon
     as practical after March 31st, June 30th,  September 30th and December
     31st of each calendar year,  but in any event,  no longer than 45 days
     after each such date, the Administrator,  as prescribed herein,  shall
     furnish the following reports and statements:

     (a)  A report to the  Corporation  showing the  operations of the Plan
          for the preceding three month period,  including a summary of the
          transactions  and a  statement  of  assets  held and  such  other
          statements as shall be requested by the Corporation and agreed to
          by the Administrator;

     (b)  A statement to each  Participant or beneficiary of the account of
          each Participant showing as of the end of such three month period
          the (i) total amount of contributions  of the  Participant;  (ii)
          total amount of  contributions  made by the Corporation on behalf
          of the Participant;  (iii) any expenses,  withdrawals,  losses or
          other charges made against the Participant's  account during such
          period;  (iv) all  income  or  realized  capital  gains or losses
          credited to the Participant's account during such period; and (v)
          the amount of the Participant's Credit Balance; and

     (c)  Such additional  reports as the Corporation may from time to time
          request of the Administrator.

7.2  Issuance of Statement
     ---------------------

     A statement as provided for in Section  7.1(b) of this Article 7 shall
     be rendered to each  Participant or beneficiary and to the Corporation
     within  45 days  after an  event  described  in  Section  5.3,  and an
     accounting and statements as provided for in Section 7.1(a) and (b) of
     this Article  shall be rendered by the  Administrator,  within 45 days
     after the resignation or removal of the Administrator,  for the period
     following  the  close of the last  three  month  period to the date of
     resignation or removal.

                           ARTICLE 8 - TRUST FUND

8.1  Establishing Trust Fund
     -----------------------

     A trust fund shall be  established by the  Administrator  to which all
     contributions by the Participants and the Corporation shall be made.

8.2  Allocation to Employee Accounts
     -------------------------------

     Each  payment  made  to  the  Administrator   shall  be  allocated  to
     Participants by the  Administrator in the year in which it is received
     by the Administrator.  All investments,  earnings, including interest,
     dividends,  realized  gains  or  losses  shall  be  allocated  to  the
     Participants in the year in which they are received.

8.3  Limitation on Ownership of Assets
     ---------------------------------

     The trust fund shall not form any part of the revenue or assets of the
     Corporation,  nor at any time shall any part of the trust fund be used
     for or diverted to any purposes  other than for the exclusive  benefit
     of the Participants and their beneficiaries.  No person shall have any
     interest in or right to the trust fund or any part thereof,  except as
     expressly  provided  in the Plan.  No  liability  for the  payment  of
     benefits  under the Plan shall be imposed upon the  Corporation or the
     officers, directors or shareholders of the Corporation.

                         ARTICLE 9 - ADMINISTRATION

9.1  Administration of Plan
     ----------------------

     The  administration  of the Plan  shall be the  responsibility  of the
     Administrator,  provided  that  the  Administrator  may  refer  to and
     consult  with the  Corporation  and the  Administrator's  professional
     advisers  should the  Administrator  feel such action is  warranted by
     circumstances.

9.2  Administrator Authority for Payment
     -----------------------------------

     The  Administrator  is duly  authorized  and  directed  to execute all
     agreements  and elections and to do all things  necessary or advisable
     for the administration and maintenance of the Plan and the payments of
     benefits to the Participants and their beneficiaries.

9.3  Administrator Authority for Interpretation
     ------------------------------------------

     At the request of the  Administrator,  the Corporation shall establish
     the facts and make final rulings  concerning  all questions  regarding
     eligibility for withdrawals  under Article 4, or  distributions  under
     Article 5. The Administrator  shall conclusively decide on all matters
     relating to the  administration  and  application  of the terms of the
     Plan and the  Corporation  shall  conclusively  decide on all  matters
     relating to the interpretation of the terms of the Plan.

9.4  Records and Accounts
     --------------------

     The  Administrator  shall  keep or cause to be kept such  records  and
     accounts as may be necessary or  appropriate  for the discharge of its
     duties.

9.5  Expenses
     --------

     Any expenses,  including  fees of the  Administrator,  incurred in the
     administration of the Plan shall be paid by the Corporation and, until
     paid, shall constitute a charge upon the Fund.

9.6  Explanation of Plan
     -------------------

     The  Corporation  shall  ensure  that each new  Employee is advised in
     writing of a Participant's rights under the Plan.

9.7  Voting of Shares
     ----------------

     The  Administrator  shall have all voting  rights on securities of the
     Corporation held under Section 6.1.

                   ARTICLE 10 - MISCELLANEOUS PROVISIONS

10.1 Non-Assignable Assets
     ---------------------

     Neither a  Participant's  Credit  Balance  in the Plan,  nor any cash,
     securities,  or other property therein, shall be assignable or subject
     to garnishment,  attachment,  execution or levy of any kind or used as
     collateral by the  Participant or  beneficiary  and no amount shall be
     payable to a Participant or a beneficiary by way of loan.

10.2 Limitation on Liability of Corporation and Officers
     ---------------------------------------------------

     Except for gross  negligence or malfeasance,  no officer,  director or
     Employee of the Corporation  shall be liable for any action or failure
     to act with respect to this Plan.  The  Corporation  hereby  agrees to
     indemnify and hold harmless its officers,  directors and employees and
     to defend the same against any and all claims or liabilities which may
     be asserted against any of them by reason of any action or omission in
     the  administration of the Plan, except in any case of fraud or wilful
     wrongdoing.

10.3 Limitation on Rights of Participant
     -----------------------------------

     The establishment and implementation of this Plan shall not constitute
     an  enlargement  of any rights to which an Employee is entitled  apart
     from this Plan.

10.4 Submissions of Plan to Authorities
     ----------------------------------

     The  establishment  of this Plan is subject to obtaining such approval
     from the relevant tax  authorities,  as is necessary to establish that
     the Corporation is entitled to deduct the amounts of its contributions
     and payments as expenses,  before taxes,  under the  provisions of the
     Income  Tax Act,  or any other  applicable  legislation,  as is now in
     effect or as may be amended or adopted.

10.5 Designation of Beneficiaries
     ----------------------------

     Each Participant shall designate a beneficiary to receive all proceeds
     under the Plan in the event of the death of the  Participant  prior to
     distribution.  If  there  is no  beneficiary  living  at the date of a
     Participant's death, the Administrator shall make payments to the duly
     authorized representative of the Participant's Estate.

10.6 Written Notices Required
     ------------------------

     Any  notice  or  election  required  or  permitted  to be  made by any
     provision of this Plan,  shall be made in  accordance  with such rules
     and procedures as may be established by the Administrator and approved
     by the Corporation from time to time.

10.7 Advice to Administration of Amendments
     --------------------------------------

     The Corporation will advise the Administrator of all amendments to the
     Plan.

                      ARTICLE 11 - FUTURE OF THE PLAN

11.1 Continuation of Plan
     --------------------

     The  Corporation  intends to maintain this Plan in force  indefinitely
     but  necessarily  reserves the right to amend or discontinue the Plan,
     in whole or in part, by  resolution of its Board of Directors,  should
     future   conditions   warrant  such  action  in  the  opinion  of  the
     Corporation.  The  Administrator  shall have the right to approve  any
     amendments to the Plan which would affect the  Administrator's  duties
     and responsibilities hereunder.

11.2 Assured Benefits
     ----------------

     No  amendment to the Plan shall  operate to reduce the benefits  which
     have  accrued to and vested in the  Participants  of the Plan prior to
     the date of the amendment. In the event of discontinuance,  whether in
     whole or in part, the Corporation  cannot recover any sums paid to the
     date  thereof and all the assets of the Plan must and shall be applied
     for the benefit of the  Participants  and/or their  beneficiaries  pro
     rata to their Credit Balances.

11.3 Corporation Discontinuance
     --------------------------

     If the Corporation shall have been wound up or become bankrupt,  or if
     the Plan should be terminated, the assets of the Plan shall, within 90
     days  thereof,  be applied for the benefit of  Participants  and their
     beneficiaries in accordance with subsection 11.2 of this Article.

11.4 Limit of Liability
     ------------------

     No liability  shall  attach to the  Corporation  or a liquidator  or a
     trustee in  bankruptcy  of the  Corporation  in  connection  with such
     distribution if made in good faith.