EXHIBIT 10.1

                              RANCHER ENERGY CORP.

                         EXECUTIVE EMPLOYMENT AGREEMENT
                                JON C. NICOLAYSEN


         This  Executive  Employment  Agreement  is  made on  this  27th  day of
October,  2009 by and between Jon C. Nicolaysen , with a business address of 999
18th Street, Suite 3400, Denver, Colorado 80202 ("Employee"), and Rancher Energy
Corp., a Nevada Corporation,  with a business address of 999 18th Street,  Suite
3400,  Denver,  Colorado 80202  ("Company").  Employee and Rancher,  may each be
referred  to  herein,  individually,  as a  "Party",  or  collectively,  as "the
Parties", each term shall include their respective successors and assigns.

     WHEREAS,  the Company wishes to engage  Employee's  services upon the terms
and conditions hereinafter set forth; and

         WHEREAS,  Employee  wishes to be employed by the Company upon the terms
and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration of the premises and mutual promises
set forth herein, the sufficiency of which is hereby  acknowledged,  the parties
agree as follows:

1. Employment; Duties. The Company hereby agrees to employ Employee effective as
of the Effective Date as its President and Chief Executive  Officer,  and in any
other  executive  capacity  as the  Company  shall  determine  is  necessary  or
appropriate in connection with the operation of the Company, and Employee hereby
agrees to serve in such capacity.  Employee's  principal area of responsibility,
subject to modification by the Company, shall be to serve as the chief operating
officer and chief  executive  officer of the Company,  and  discharge the duties
incident to said  offices.  The  Employee  shall at all times report to and take
direction from, the Board of Directors, and shall perform such additional duties
not  inconsistent  with his position as shall be designated from time to time by
the Company.

2.  Best  Efforts.  Employee  agrees  to use his best  efforts  to  promote  the
interests of the Company on a full-time  basis,  and shall,  except for illness,
reasonable vacation periods and leaves of absence, devote his full business time
and energies  each week to the business and affairs of the Company.  Employee is
already  engaged  in  outside  business   activities,   including  oil  and  gas
development,  and shall be  permitted  to  continue  to  perform  those  outside
activities,  provided that such outside  activities  do not  interfere  with the
performance of Employee's  duties,  and further provided that during  employment
with the Company,  Employee  shall  disclose any new outside  activities  to the
Company. Employee may also engage in work for charitable,  benevolent,  civic or
educational  purposes so long as such endeavors do not interfere with Employee's
duties hereunder.

3. Term of Agreement.  The term of this  Agreement  shall commence on October 1,
2007 (the  "Effective  Date") and such term and the employment  hereunder  shall
continue, unless earlier terminated in accordance with the terms of Paragraph 5,

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for a period of one year (the  "Original  Term").  The  Original  Term  shall be
extended  automatically for additional  one-year periods (each a "Renewal Term")
unless notice that this  Agreement will not be extended is given by either party
to the other at least 30 days prior to the  expiration  of the Original  Term or
any  Renewal  Term.  The  period  of  employment  of  Employee  by the  Company,
commencing  with the Effective  Date and  continuing  until  termination  of the
employment  by notice  hereunder,  in accordance  with  Paragraph 5 or otherwise
shall be known as the "Term of Employment."

4.       Compensation.

     4.1  Base  Salary.   As  compensation  for  Employee's   services  rendered
     hereunder,  the  Company  shall pay to  Employee a base salary at an annual
     rate equal to One Hundred Twenty Thousand ($120,000.00) per year (the "Base
     Salary").  The Base Salary shall  thereafter  be increased  annually at the
     greater  of (i) five  percent  (5%) or (ii) such other  increase  as may be
     approved by the Board of  Directors.  The Base  Salary  shall be payable to
     Employee on a bi-weekly  basis, in accordance  with the Company's  standard
     policies for management personnel.

     4.2 Incentive Compensation.  With respect to each calendar year, or portion
     thereof,  Employee shall be eligible to receive incentive compensation or a
     bonus, payable solely in the discretion of the Board of Directors.  Members
     of the compensation committee, or in the absence thereof, the entire Board,
     shall meet with the  Employee not less  frequently  than  semi-annually  to
     consider the amount or nature of this compensation.

     4.3  Benefits.  Employee  shall be entitled to  participate  in all benefit
     programs  established  by  the  Company  and  generally  applicable  to the
     Company's  executive  employees.  Employee  shall  also be  reimbursed  for
     reasonable and necessary  business  expenses  incurred in the course of his
     employment  with the Company  pursuant to Company  policies as  established
     from time to time.

     4.4 Vehicle  Allowance.  Employee  shall be entitled to a  Company-provided
     vehicle or a monthly allowance of Five Hundred Dollars ($500.00).

     4.5 Legal Fees.  Employee shall be entitled to  reimbursement of reasonable
     legal fees associated with the negotiating,  drafting and execution of this
     Agreement.

     4.6 Excise Tax Restoration Payment. In the event that it is determined that
     any  payment  or  distribution  of any  type to or for the  benefit  of the
     Employee made by the Company,  by any of its affiliates,  by any person who
     acquires  ownership  or effective  control or  ownership  of a  substantial
     portion of the Company's  assets (within the meaning of section 280G of the
     Internal Revenue Code of 1986, as amended,  and the regulations  thereunder
     (the "Code") or by any affiliate of such person, whether paid or payable or
     distributed  or  distributable  pursuant to the terms of this  Agreement or
     otherwise (the "Total Payments) would be subject to such excise tax imposed
     by section 4999 of the Code or any  interest or  penalties  with respect to
     such  excise tax (such  excise  tax,  together  with any such  interest  or
     penalties  are  collectively  referred  to as the "Excise  Tax"),  then the


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     Employee shall be entitled to receive an additional payment (an "Excise Tax
     Restoration  Payment")  in an amount  that  shall  fund the  payment by the
     Employee  of any  Excise  Tax on the Total  Payments  as well as all income
     taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed
     on the Excise Tax Restoration Payment and any interest or penalties imposed
     with respect to taxes on the Excise Tax  Restoration  Payment or any Excise
     Tax,  except  where  the  interest  or  penalties  are  the  result  of the
     negligence or willful  failure of the Employee to file a return in a timely
     manner or report the Total Payments appropriately.

5.       Termination of Employment Relationship.

     5.1 Death or Incapacity.  This Agreement shall terminate  immediately  upon
     the death or Total Disability of Employee,  and in such event, the Employee
     shall have no  further  claim  against  the  Company  for  compensation  or
     benefits  hereunder.  The Board of Directors shall make a determination  of
     the  Total  Disability  of  the  Employee  based  upon  the  definition  of
     disability  and  terms  contained  in the  Company's  disability  insurance
     policy, or if none, based upon the inability of the Employee to perform the
     material functions of his job. Any such determination by the Board shall be
     evidenced by its written  opinion  delivered to the Employee.  Such written
     opinion  shall  specify  with  particularity  the reasons  supporting  such
     opinion and be manually signed by at least a majority of the Board.

     5.2  Termination.  This  Agreement may be terminated by either  Employee or
     Company,  with or without cause, by giving fifteen (15) days written notice
     to the other Party.

     5.3 Payment Upon Termination. After the expiration of the Original Term (12
     months) of this  Agreement,  if this Agreement is terminated by the Company
     prior to the  completion  of an ongoing  Renewal  Term,  Employee  shall be
     entitled to one (1) months  severance pay and benefits,  and be entitled to
     all reasonable  reimbursable business expenses incurred by Employee and the
     Base  Salary  and  benefits  earned  by  Employee  prior  to  the  date  of
     termination.

6.       Non-Competition/Trade Secrets.

     6.1  Non-Competition.  The  Employee  is  currently  engaged in oil and gas
     development in Wyoming as part of his outside activities.  Upon termination
     of  Employee,  as  provided  in  this  Agreement,  Employee  shall  not  be
     restricted in competing with the Company.

     6.2 Trade Secrets. The Employee will keep confidential any trade secrets or
     confidential  or proprietary  information of the Company and its affiliates
     which are now known to him or which  hereafter may become known to him as a
     result of his employment or  association  with the Company and shall not at
     any time  directly  or  indirectly  disclose  any such  information  to any
     person,  firm or  corporation,  or use the  same in any way  other  than in
     connection with the business of the Company or its affiliates during and at


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     all times after the expiration of the Term of  Employment.  For purposes of
     this Agreement,  "trade secrets or confidential or proprietary information"
     means information  unique to the Company or any of its affiliates which has
     a significant business purpose and is not known or generally available from
     sources outside the Company or any of its affiliates or typical of industry
     practice.  Trade secrets or  confidential  or proprietary  information  may
     include  information  with  respect  to the  Company's  personnel  records,
     present and prospective products,  systems,  customers,  agents, processes,
     and sales and marketing methods.

     6.3 It is agreed that Employee's  services are unique,  and that any breach
     or threatened  breach by Employee of any provisions of this Paragraph 6 may
     not be remedied solely by damages. Accordingly, in the event of a breach or
     threatened breach by Employee of any of the provisions of this Paragraph 6,
     the Company shall be entitled to injunctive  relief,  restraining  Employee
     and any business,  firm, partnership,  individual,  corporation,  or entity
     participating  in such breach or  attempted  breach,  from  engaging in any
     activity  which would  constitute  a breach of this  Paragraph  6.  Nothing
     herein,  however,  shall be  construed  as  prohibiting  the  Company  from
     pursuing any other  remedies  available at law or in equity for such breach
     or threatened breach, including the recovery of damages.

     6.4 The  provisions of this  Paragraph 6 shall survive the  termination  of
     this Agreement and the termination of Employee's employment.

7.       Miscellaneous.

     7.1 Assignment.  This Agreement is for services predicated upon the special
     abilities  or knowledge  of  Employee,  and Employee  shall not assign this
     Agreement in whole or in part without prior written consent of Rancher.

     7.2 Severability. In the event that any of the provisions of this Agreement
     shall be held to be  invalid or  unenforceable,  the  remaining  provisions
     shall  nevertheless  continue  to be valid and  enforceable  as though  the
     invalid or unenforceable parts had not been included therein.

     7.3 Entire Agreement.  This Agreement  constitutes the entire agreement and
     understanding  between the Parties and  supersedes  any prior  agreement or
     understanding  relating to the subject matter of this Agreement.  THERE ARE
     NO ORAL AGREEMENTS CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT.

     7.4 Binding Agreement/Modification. This Agreement shall be effective as of
     the date  hereof and shall be binding  upon and inure to the benefit of the
     successor  or assign of either  Party.  This  Agreement  may be modified or
     amended  only  by a duly  authorized  written  instrument  executed  by the
     Parties.

     7.5 Waiver. The failure of either Party at any time to require  performance
     of the  other  Party of any  provision  of this  Agreement  shall in no way
     affect the right of such Party  thereafter  to enforce the same  provision,

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     nor shall the waiver by either Party of any breach of any provision  hereof
     be taken or held to be a waiver of any other or subsequent  breach, or as a
     waiver of the provision itself.

     7.6  Construction.  The  Recitals  to this  Agreement  shall  be  deemed  a
     substantive part of this Agreement.  The subject headings of the paragraphs
     and   subparagraphs   of  this  Agreement  are  included  for  purposes  of
     convenience  only, and shall not affect the construction or  interpretation
     of any of the provisions of this Agreement.

     7.7 Opportunity to Consult Counsel.  The Parties hereto represent and agree
     that,  prior to executing this  Agreement,  each has had the opportunity to
     consult with independent counsel concerning the terms of this Agreement.

     7.8  Arbitration.  Any dispute between Employee and Rancher with respect to
     this  Agreement  shall be  submitted  to binding  arbitration  in  Arapahoe
     County,  Colorado pursuant to the rules of the Colorado Uniform Arbitration
     Act of 1975 then in effect  and before an  arbitrator  fully  licensed  and
     authorized by any and all applicable  rules,  statutes,  regulations or the
     like to hear such cases in the State of Colorado. The arbitrator shall have
     the power to award any legal or equitable  remedies that would be available
     in  proceedings  conducted  before a state or  federal  court of  competent
     jurisdiction  in Colorado.  Judgment on the award of the  arbitrator may be
     entered in any court of competent jurisdiction. All arbitration proceedings
     and the results  thereof shall be  confidential,  except to the extent that
     any Party is required to make disclosure  concerning such proceedings under
     applicable law.

     7.9 Attorney  Fees.  In the event of any dispute,  arbitration,  litigation
     between  the  Parties  or   proceeding   before  any  court  of   competent
     jurisdiction, the prevailing Party shall be entitled to reasonable attorney
     fees, costs and expenses.

     7.10 Survival.  The rights and obligations of the Parties shall survive the
     term of this Agreement to the extent that any performance is required under
     this Agreement after the expiration or termination of this Agreement.

     7.11  Fax   Transmittals/Counterparts.   The  Parties   agree  that  a  fax
     transmittal of this Agreement, and any addendums and modifications thereto,
     shall be binding upon the Parties hereto. This Agreement, and any addendums
     or modifications thereto, may be executed in multiple counterparts, each of
     which  shall  be  deemed  an  original,  but all of  which  together  shall
     constitute one and the same instrument.

     7.12 Notices. Any notice to be given hereunder by either Party to the other
     may be effected in writing by personal delivery, or by mail, certified with
     postage prepaid, or by overnight delivery service.  Notices sent by mail or
     by an overnight  delivery  service shall be addressed to the Parties at the



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     addresses  appearing following their signatures below, but either Party may
     change its address by written notice in accordance with this paragraph.

     7.13 Governing Law. This Agreement  shall be governed by and interpreted in
     accordance with the laws of the State of Colorado.

In witness whereof,  the Parties have caused this Executive Employment Agreement
to be executed as of the date set forth above.


Employee:                               Rancher:

-------------------------------------   Rancher Energy Corp.
Jon C. Nicolaysen          Date

                                        ----------------------------------
                                        A. L. (Sid) Overton, Chairman   Date
Address: Jon C. Nicolaysen
         999 18th Street, Suite 3400    Address: 999 18th Street, Suite 3400
         Denver, Colorado 80202                  Denver, Colorado 80202





























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