EXHIBIT 10.4

     THIS PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), is made and
entered into as of the 1st day of June, 2002, between Assure Energy, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), and the purchasers listed on SCHEDULE 1 hereto (the "Purchasers").

     WHEREAS, subject to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to the Purchasers and the Purchasers
desires to acquire from the Company, shares of the Company's Series A
Convertible Preferred Stock, par value $.0001 per share (the "Series A Preferred
Stock"), with an aggregate stated value of One Million Seven Hundred Fifty
Thousand Dollars ($1,750,000).

     IN CONSIDERATION of the mutual covenants contained in this Agreement, the
Company and each Purchaser agree as follows:

                                    ARTICLE 1

                               CERTAIN DEFINITIONS
                               -------------------

     1.1          Certain Definitions.  As used in this Agreement, and unless
                  -------------------
the context requires a different meaning, the following terms have the meanings
indicated:

     "Agreement"  shall have the meaning set forth in the introductory paragraph
      ---------
of  this  Agreement.

     "Business  Day"  means  any  day  except Saturday, Sunday and any day which
      -------------
shall  be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.

     "Certificate  of  Designation"  means the Certificate of Designation of the
      ----------------------------
Series  A  Convertible Preferred Stock, in the form of EXHIBIT A annexed hereto.

     "Commission"  means  the  Securities  and  Exchange  Commission.
      ----------

     "Common Stock" means shares of the Company's common stock,  par value $.001
      ------------
per share.

     "Company"  shall  have the meaning set forth in the introductory paragraph.
      -------

     "Conversion  Date"  shall  have the meaning set forth in the Certificate of
      ----------------
Designation.

     "Conversion  Price"  shall have the meaning set forth in the Certificate of
      -----------------
Designation.

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------


                                      -63-
<PAGE>
     "Losses"  shall  have  the  meaning  set  forth  in  Section 4.4(a) hereof.
      ------

     "Material" shall mean having a financial consequence in excess of $100,000.
      --------

     "Material  Adverse  Effect"  shall  have  the  meaning set forth in Section
      -------------------------
3.1(a).

     "NASD"  means  the  National  Association  of  Securities  Dealers,  Inc.
      ----

     "Notice  of  Conversion"  shall  have  the  meaning  set forth in EXHIBIT B
      ----------------------
annexed  hereto.

     "Notice  of Exercise" shall have the meaning set forth in EXHIBIT B annexed
      -------------------
hereto.

     "OTCBB"  shall  mean  the  NASD  over-the  counter  Bulletin  Board(R).
      -----

     "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
      ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

     "Purchase  Price"  shall  have  the  meaning  set  forth in Section 2.1(b).
      ---------------

     "Purchasers"  shall  have  the  meaning  set  forth  in  the  introductory
      ----------
paragraph.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Series A Preferred Stock" shall have the meaning set forth in the recital.
      ------------------------

     "Shares"  shall  have  the  meaning  set  forth  in  Section  2.1(a).
      ------

     "Subsidiaries"  shall  have  the  meaning  set  forth  in  Section  3.1(a).
      ------------

                                   ARTICLE II

                PURCHASE AND SALE OF CONVERTIBLE PREFERRED SHARES
                -------------------------------------------------

     2.1     Purchase and Sale; Terms of Convertible Preferred Shares.
             ---------------------------------------------------------

            (a)  Subject  to  the  terms  and  conditions  set forth herein, the
Company  shall  issue and sell and the Purchasers shall purchase an aggregate of
One  Million  Seven  Hundred  Fifty  Thousand  Dollars  ($1,750,000) of Series A
Preferred  Stock  (the  "Shares").  The Shares shall have the respective rights,
preferences  and privileges as set forth in the Certificate of Designation to be
filed  by  the  Company  with  the  Secretary  of  State  of Delaware as soon as
practicable  following  the  execution  of  this  Agreement, in the form annexed
hereto  as  Exhibit A. These rights, preferences, and privileges include (i) the
right  to  receive a 5% cumulative dividend, payable annually, in cash or common
stock  of the Company, at the Company's option; (ii) the right of the Company to
redeem  the Shares, at any time after the date of issuance, upon twenty one (21)
days  prior  written  notice of redemption to the holder, at a price of $105 per


                                      -64-
<PAGE>
Share  plus  all accrued but unpaid dividends; (iii) automatic redemption by the
Company  on the fifth anniversary of the date of issuance at a price of $105 per
Share  plus  all  accrued  but unpaid dividends; (iv) the right of the holder to
convert  Share principal into units of the Company, at the conversion price then
in  effect,  at  any  time within 15 days of the holder's receipt of a notice of
redemption  from the Company or at any time commencing on the second anniversary
of  the  date  of  issuance,  each unit consisting of one share of the Company's
common  stock  (the  "Unit  Shares")  and  one  common  stock  purchase  warrant
exercisable  to  purchase  one share of the Company's common stock (the "Warrant
Shares")  at  a  price  of  $1.75 per share at any time during the four (4) year
period  commencing  one year from the date of issuance of the units. The initial
conversion  price  is  $1.50  of  Share  principal  for  each  unit.

     The  purchase  price  for  each  Share  shall  be  $100  (the  "Per  Share
Consideration").  The Per Share Consideration multiplied by the number of Shares
to  be  purchased by the Purchasers as set forth in SCHEDULE 1 is referred to as
the  "Purchase  Price".

                                   ARTICLE III

                          REPRESENTATIONS AND WARRANTS

     3.1     Representations, Warranties and Agreements of the Company.  The
             ---------------------------------------------------------
Company hereby makes the following representations and warranties to the
Purchasers, all of which shall survive the Closing:

          (a)     Organization and Qualification.  The Company is a corporation,
                  ------------------------------
duly  incorporated,  validly existing and in good standing under the laws of the
State  of  Delaware, with the requisite corporate power and authority to own and
use  its  properties  and  assets  and  to  carry  on  its business as currently
conducted.  The  Company  has no subsidiaries other than Assure Oil & Gas Corp.,
and  Inventoy.com  International, Inc. (collectively, the "Subsidiaries").  Each
of the Subsidiaries is a corporation, duly incorporated, validly existing and in
good  standing under the laws of the jurisdiction of its incorporation, with the
full  corporate power and authority to own and use its properties and assets and
to  carry  on  its business as currently conducted.  Each of the Company and the
Subsidiaries  is  duly  qualified  to  do  business and is in good standing as a
foreign  corporation  in  each  jurisdiction in which the nature of the business
conducted  or  property  owned  by it makes such qualification necessary, except
where  the  failure  to be so qualified or in good standing, as the case may be,
would  not,  individually or in the aggregate, have a material adverse effect on
the  results  of  operations,  assets,  prospects, or financial condition of the
Company  and  the  Subsidiaries, taken as a whole (a "Material Adverse Effect").

          (b)     Authorization,  Enforcement.  The  Company  has  the requisite
                  ---------------------------
corporate  power  and authority to enter into and to consummate the transactions
contemplated  hereby  and to otherwise carry out its obligations hereunder.  The
execution  and delivery of this Agreement by the Company and the consummation by
it  of  the  transactions  contemplated  hereby  has been duly authorized by all
necessary  action  on the part of the Company.  This Agreement when delivered in
accordance  with  the  terms  hereof  will  constitute  the  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except  as  such enforceability may be limited by applicable bankruptcy,


                                      -65-
<PAGE>
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or  affecting generally the enforcement of, creditors' rights and remedies or by
other  equitable  principles  of  general  application.

          (c)     Capitalization. The authorized, issued and outstanding capital
                  --------------
stock of the Company is set forth on SCHEDULE 3.1(C).  No shares of the Series A
Preferred  Stock  have  been  issued as of the date hereof.  No shares of Common
Stock  are  entitled  to  preemptive or similar rights, nor is any holder of the
Common  Stock  entitled  to  preemptive  or  similar  rights  arising out of any
agreement or understanding with the Company by virtue of this Agreement.  Except
as disclosed in SCHEDULE 3.1(C), there are no authorized or outstanding options,
warrants,  script,  rights  to  subscribe  to,  registration  rights,  calls  or
commitments  of  any character whatsoever relating to, or, except as a result of
the  purchase  and  sale  of the Series A Preferred Stock hereunder, securities,
rights or obligations convertible into or exchangeable for, or giving any person
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments,  understandings,  or  arrangements  by  which  the  Company  or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities  or  rights  convertible or exchangeable into shares of Common Stock.
Neither  the Company nor any Subsidiary is in violation of any of the provisions
of  its  respective  Certificate  of  Incorporation,  bylaws  or  other  charter
documents.

          (d)     Issuance  of  Shares.  The  Shares  have been duly and validly
                  --------------------
authorized  for  issuance,  offer  and sale pursuant to this Agreement and, when
issued  and  delivered  as provided hereunder against payment in accordance with
the  terms  hereof,  shall  be  valid  and  binding  obligations  of the Company
enforceable  in  accordance with their respective terms.  The Company has and at
all times while the Shares are outstanding will continue to maintain an adequate
reserve  of shares of Common Stock to enable it to perform its obligations under
this  Agreement  and  the Certificate of Designation.  When issued in accordance
with  the  terms  hereof,  the  underlying  securities  will be duly authorized,
validly  issued,  fully  paid  and  non-assessable.

          (e)     No Conflicts.  The execution, delivery and performance of this
                  ------------
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  do  not  and  will  not  (i)  conflict with or violate any
provision of its Certificate of Incorporation or bylaws (each as amended through
the date hereof) or (ii) be subject to obtaining any of the consents referred to
in  Section  3.1(f),  conflict  with, or constitute a default (or an event which
with  notice  or lapse of time or both would become a default) under, or give to
others  any  rights  of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree  or other restriction of any court or governmental authority to which the
Company  or its Subsidiaries is subject (including, but not limited to, those of
other  countries  and the federal and state securities laws and regulations), or
by  which  any  property or asset of the Company or its Subsidiaries is bound or
affected,  except  in  the  case  of  clause  (ii),  such  conflicts,  defaults,
terminations,  amendments,  accelerations, cancellations and violations as would
not,  individually  or  in  the  aggregate, have a Material Adverse Effect.  The
business of the Company and its Subsidiaries is not being conducted in violation
of  any  law,  ordinance  or  regulation  of  any  governmental  authority.

          (f)     Consents  and  Approvals.  Neither  the  Company  nor  any
                  ------------------------


                                      -66-
<PAGE>
Subsidiary is required to obtain any consent, waiver, authorization or order of,
or  make  any  filing  or  registration with, any court or other federal, state,
local or other governmental authority in connection with the execution, delivery
and  performance  by the Company of this Agreement, except for the filing of the
Certificate of Designation with respect to the Series A Preferred Stock with the
Secretary  of  State  of  Delaware,  which  filing  shall be effected as soon as
practicable  following  the  execution  of  this  Agreement.

          (g)     No  Default  or  Violation.  Neither  the  Company  nor  any
                  --------------------------
Subsidiary  (i)  is  in  default under or in violation of any indenture, loan or
credit  agreement or any other agreement or instrument to which it is a party or
by which it or any of its properties is bound, except such conflicts or defaults
as  do  not have a Material Adverse Effect, (ii) is in violation of any order of
any court, arbitrator or governmental body, except for such violations as do not
have a Material Adverse Effect, or (iii) is in violation of any statute, rule or
regulation  of  any  governmental  authority which could (individually or in the
aggregate) (x) adversely affect the legality, validity or enforceability of this
Agreement,  (y)  have  a  Material  Adverse  Effect  or (z) adversely impair the
Company's  ability  or  obligation  to  perform  fully  on  a  timely  basis its
obligations  under  this  Agreement.

          (h)     Certain  Fees.  No  fees  or commission will be payable by the
                  -------------
Company  to  any investment banker, broker, placement agent or bank with respect
to  the  consummation  of  the  transactions  contemplated  hereby.

          (i)     Reporting  Company.  The  Company  is subject to the reporting
                  ------------------
requirements of Section 13 or Section 15(d) of the Exchange Act, and the Company
is  current  in  its  reporting  requirements.

The Purchasers acknowledge and agree that the Company makes no representation or
warranty  with  respect to the transactions contemplated hereby other than those
specifically  set  forth  in  Section  3.1  hereof.

     3.2     Representations and Warranties of the Purchasers.  Each Purchaser
             ------------------------------------------------
hereby separately represents and warrants to the Company as follows:

          (a)     Organization; Authority.  It the Purchaser is a corporation or
                  -----------------------
limited  partnership, it is duly incorporated or organized, validly existing and
in  good  standing  under  the  laws of the jurisdiction of its incorporation or
formation  with  the  requisite  corporate or partnership power and authority to
enter  into and to consummate the transactions contemplated hereby and otherwise
to  carry  out  its  obligations hereunder.  The acquisition of the Shares to be
purchased  by  the Purchaser hereunder has been duly authorized by all necessary
action  on the part of the Purchaser.  This Agreement has been duly executed and
delivered  by  the  Purchaser  and  constitutes  the  valid  and legally binding
obligation  of  the  Purchaser,  enforceable  against  it in accordance with its
terms,  except  as  such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to, or affecting
generally  the enforcement of, creditors rights and remedies or by other general
principles  of  equity.


                                      -67-
<PAGE>
          (b)     Investment  Intent.  The Purchaser is acquiring the securities
                  ------------------
to be purchased by it hereunder for its own account for investment purposes only
and  not  with a view to or for distributing or reselling such securities or any
part  thereof  or  interest  therein,  without  prejudice,  however,  to  such
Purchaser's  right, subject to the provisions of this Agreement, at all times to
sell  or  otherwise  dispose of all or any part of such securities in compliance
with  applicable  federal  and  state  securities  laws.

          (c)     Purchaser  Status.  At  the time the Purchaser was offered the
                  -----------------
Shares  to  be acquired by it hereunder, it was and at the date hereof, it is an
"accredited  investor"  as  defined  in  Rule  501(a)  under the Securities Act.

          (d)     Experience  of  Purchaser.  The  Purchaser has such knowledge,
                  -------------------------
sophistication  and  experience  in  business  and financial matters so as to be
capable of evaluating the merits and risks of an investment in the securities to
be  acquired  by it hereunder, and has so evaluated the merits and risks of such
investment.

          (e)     Ability  of  Purchaser  to  Bear  Risk  of  Investment.  The
                  ------------------------------------------------------
Purchaser  is  able to bear the economic risk of an investment in the securities
to  be  acquired  by  it hereunder and, at the present time, is able to afford a
complete  loss  of  such  investment.

          (f)     Prohibited Transactions.  The securities to be acquired by the
                  -----------------------
Purchaser  hereunder  are  not  being acquired, directly or indirectly, with the
assets of any "employee benefit plan," within the meaning of Section 3(3) of the
Employment  Retirement  Income  Security  Act  of  1974,  as  amended.

          (g)     Access  to  Information.  The Purchaser has full access to the
                  -----------------------
Company's filings with the Commission and acknowledges that it has been afforded
(i)  the opportunity to ask such questions as it has deemed necessary of, and to
receive  answers  from,  representatives of the Company concerning the terms and
conditions of the Shares offered hereunder and the merits and risks of investing
in  such  Shares; (ii) access to information about the Company and the Company's
financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment in such Shares; and
(iii)  the  opportunity  to obtain such additional information which the Company
possesses  or  can  acquire  without  unreasonable  effort  or  expense  that is
necessary  to  make  an  informed  investment  decision  with  respect  to  the
investment.

          (h)     Reliance.  The Purchaser understands and acknowledges that (i)
                  --------
the  Shares  being  offered  and sold to it hereunder are being offered and sold
without  registration  under  the  Securities Act in a private placement that is
exempt from the registration provisions of the Securities Act under Section 4(2)
of  the  Securities  Act  and (ii) the availability of such exemption depends in
part  on,  and that the Company will rely upon the accuracy and truthfulness of,
the  foregoing  representations  and  such  Purchaser  hereby  consents  to such
reliance.

     The  Company  acknowledges  and  agrees  that  each  Purchaser  makes  no
representations  or  warranties  with  respect  to the transactions contemplated
hereby  other  than  those  specifically  set  forth  in  this  Section  3.2.


                                      -68-
<PAGE>
                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES
                         -------------------------------


     4.1     Manner of Offering.  The Shares are being issued pursuant to
             ------------------
Section 4(2) of the Securities Act.   The Shares, the Unit Shares and the
Warrant Shares will bear restrictions on transfer, and will carry a restrictive
legend with respect to the exemption from registration under the Securities Act.
The transfer and resale of the Shares, the Unit Shares and the Warrant Shares
may be made only pursuant to registration under the Securities Act or an
exemption from such registration.

     4.2     Listing of Common Stock.  The Company shall (a) use its best
             -----------------------
efforts to  maintain the listing of its Common Stock on the NASD OTCBB or such
other exchange on which the Common Stock is then listed until expiration of the
period during which the Shares may be converted.

     4.3     Conversion and Exercise Procedures.  EXHIBIT B attached hereto and
             ----------------------------------
made a part hereof sets forth the procedures with respect to the conversion of
the Shares, including the forms of Notice of Conversion and Notice of Exercise
to be provided upon conversion or exercise, instructions as to the procedures
for conversion or exercise, the form of legal opinion, if necessary, that shall
be rendered to the Company and such other information and instructions as may be
reasonably necessary to enable the Purchaser or its permitted transferee(s) to
exercise the right of conversion or exercise smoothly and expeditiously.

     4.4     Indemnification.
             ---------------

          (a)     The  Company  shall,  notwithstanding  termination  of  this
Agreement  and  without  limitation as to time, indemnify and hold harmless each
Purchaser  and  its  respective  officers,  directors,  agents,  employees  and
affiliates,  each  Person  who  controls  the  Purchaser  (within the meaning of
Section  15  of the Securities Act or Section 20 of the Exchange Act) (each such
Person,  a "Control Person") and the officers, directors, agents,  employees and
affiliates  of  each  such  Control  Person,  to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,  damages,
liabilities,  costs  (including,  without  limitation,  costs of preparation and
attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out
of,  or  relating  to,  a  breach  or  breaches of any representation, warranty,
covenant  or  agreement  by  the  Company  under  this  Agreement.

          (b)     Each  Purchaser,  severally  and  not  jointly,  shall
notwithstanding termination of this Agreement and without limitation as to time,
indemnify  and  hold  harmless  the Company, its officers, directors, agents and
employees, each Control Person and the officers, directors, agents and employees
of  each Control Person, to the fullest extent permitted by applicable law, from
and  against  any and all Losses, as incurred, arising out of, or relating to, a
breach or breaches of any representation, warranty, covenant or agreement by the
Purchaser  under  this  Agreement.


                                      -69-
<PAGE>
     4.5     Merger or Consolidation.  Until all of the Shares have either been
             -----------------------
converted or redeemed, the Company and each Subsidiary will not, in a single
transaction or a series of related transactions, (i) consolidate with or merge
with or into any other Person, or (ii) permit any other Person to consolidate
with or merge into it, unless either (A) the Company shall be the survivor of
such merger or consolidation or (B) the surviving Person shall expressly assume
by supplemental agreement all of the obligations of the Company under the Shares
and this Agreement.

     4.6     Piggyback Registration Rights.  Piggyback registration rights shall
             -----------------------------
apply with regard to the Unit Shares and the Warrant Shares until such time that
the Unit Shares and Warrant Shares may be sold pursuant to Rule 144 under the
General Rules and Regulations under the Securities Act of 1933, as amended.
Such piggyback registration rights shall not be applicable however, to Company
registration statements relating solely to (i) employee benefit plans or (ii)
business combinations.

                                    ARTICLE V

                                  MISCELLANEOUS
                                  -------------

     5.1     Fees and Expenses.  Except as set forth in this Agreement, each
             -----------------
party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this
Agreement.  Each Purchaser shall be responsible for any taxes payable by the
Purchaser that may arise as a result of the investment hereunder or the
transactions contemplated by this Agreement.  Whether or not the transactions
contemplated hereby and thereby are consummated or this Agreement is terminated,
the Company shall pay (i) all costs, expenses, fees and all taxes incident to
and in connection with:  (A) the issuance and delivery of the Shares and, upon
conversion thereof, the Unit Shares and the Warrant Shares, (B) the grant of
piggyback registration rights, and (C) the preparation of certificates for the
Shares and, upon conversion thereof, the Unit Shares and Warrant Shares
(including, without limitation, printing and engraving thereof), (ii) all fees
and expenses of counsel and accountants of the Company and (iii) all expenses
and fees of listing on securities exchanges, if any.

     5.2     Entire Agreement; Amendments.  This Agreement, together with all of
             ----------------------------
the Exhibits and Schedules annexed hereto, contains the entire understanding of
the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, with respect to such matters.
This Agreement shall be deemed to have been drafted and negotiated by both
parties hereto and no presumptions as to interpretation, construction or
enforceability shall be made by or against either party in such regard.

     5.3     Notices.  Any notice or other communication required or permitted
             -------
to be given hereunder shall be in writing and shall be deemed to have been duly
given upon facsimile transmission (with written transmission confirmation
report) at the  number designated below (if delivered on a Business Day during
normal business hours where such notice is to be received), or the first
Business Day following such delivery (if delivered other than on a Business Day
during normal business hours where such notice is to be received) whichever
shall first occur.  The addresses for such communications shall be:


                                      -70-
<PAGE>
          If  to  the  Company:     Assure  Energy,  Inc.
                                    c/o  Assure  Oil  &  Gas  Corp.
                                    The  Exchange  Tower
                                    Box  427,  130  King  Street  West
                                    Suite  1800
                                    Toronto,  Ontario,  Canada  M5X  1E3
                                    Attn:  Teresa  Chung-Wong
                                    Tel:   (416)  360-4681
                                    Fax:   (416)  360-3761

          With  copies  to:     Kaplan  Gottbetter  &  Levenson,  LLP
                                    630  Third  Avenue
                                    New  York,  NY  10017
                                    Attn:  Adam  S.  Gottbetter,  Esq.
                                    Tel:  (212)  983-6900
                                    Fax:  (212)  983-9210

          If  to  the  Purchaser:     See  SCHEDULE  1  attached  hereto

or such other address as may be designated hereafter by notice given pursuant to
the  terms  of  this  Section  5.3.
                      ------------

     5.4     Amendments; Waivers.  No provision of this Agreement may be waived
             -------------------
or amended except in written instrument signed, in the case of an amendment, by
both the Company and the Purchasers, or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.

     5.5     Headings.  The headings herein are for convenience only, do not
             --------
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

     5.6     Successors and Assigns.  This Agreement shall be binding upon and
             ----------------------
inure to the benefit of the parties and their respective successors and
permitted assigns.  The assignment by a party of this Agreement or any rights
hereunder shall not affect the obligations of such party under this Agreement.

     5.7     No Third Party Beneficiaries.  This Agreement is intended for the
             ----------------------------
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

     5.8     Governing Law; Venue; Service of Process.  The parties hereto
             ----------------------------------------
acknowledge that the transactions contemplated by this Agreement and the


                                      -71-
<PAGE>
exhibits hereto bear a reasonable relation to the State of New York.  The
parties hereto agree that the internal laws of the State of New York shall
govern this Agreement and the exhibits hereto.  Any action to enforce the terms
of this Agreement or any of its exhibits shall be brought exclusively in the
state and/or federal courts situate in the  County and State of New York.
Service of process in any action by Purchaser to enforce the terms of this
Agreement may be made by serving a copy of the summons and complaint, in
addition to any other relevant documents, by commercial overnight courier to the
Company at its address set forth in this Agreement.

     5.9     Survival.  The representations and warranties of the Company and
             --------
the Purchaser contained in Article III and the agreements and covenants of the
parties contained in Article IV and this Article V shall survive the Closing (or
any earlier termination of this Agreement).

     5.10     Counterpart Signatures.  This Agreement may be executed in two or
              ----------------------
more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

     5.11     Severability.  In case any one or more of the provisions of this
              ------------
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

     5.12     Limitation of Remedies.  With respect to claims by the Company or
              ----------------------
any person acting by or through the Company for remedies at law or at equity
relating to or arising out of a breach of this Agreement, liability, if any,
shall, in no event, include loss of profits or incidental, indirect, exemplary,
punitive, special or consequential damages of any kind.

     5.13     Omnibus Provision.  Anything contained herein notwithstanding, in
              -----------------
the event that the Common Stock ceases to be listed for trading on the OTCBB,
then any reference thereto in this Agreement shall be deemed to be a reference
to (a) the principal national securities exchange on which the Common Stock is
then listed or admitted to trading, or (b) if the Common Stock is not then
listed or admitted to trading on any national securities exchange, Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on Nasdaq,
then the over-the-counter market reported by the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices).

                         [Signatures on following page]


                                      -72-
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.

                                   Company:


                                   ASSURE ENERGY, INC.


                                   By:  /s/ Douglas Kaplan
                                        --------------------------
                                        Name: Douglas Kaplan
                                        Title: President


                                        Purchasers:


                                        PRIVATE INVESTMENT COMPANY, LTD


                                        By:  /s/ Martin Christen
                                             --------------------------
                                             Name: Martin Christen
                                             Title: President

                                        FIELDSTON TRADERS LIMITED


                                   By:  /s/ Erwin Sui
                                        --------------------------
                                        Name: Erwin Sui
                                        Title: Attorney-in-Fact

                                        BELESARIUS INDUSTRIES INC.


                                   By:  /s/ D.A. Kent
                                        --------------------------
                                        Name:  D. A. Kent
                                        Title:  President


                                      -73-
<PAGE>
                                   Schedule 1

                                   Purchasers
                                   ----------

<TABLE>
<CAPTION>
Name and Address of Purchaser        Purchase Price   No. of  Shares
-----------------------------------  ---------------  ---------------
<S>                                  <C>              <C>
Private Investment Company Ltd.      $     1,250,000          12,500
Gretton House
Duke Street
P.O. Box 65
Grand Turk
Turk & Caicos Islands, BWI
-----------------------------------  ---------------  ---------------
Fieldston Traders Limited            $       250,000           2,500
1311 Howe Street, Suite 305
Vancouver, British Columbia V6Z 1R7
Canada
-----------------------------------  ---------------  ---------------
Belesarius Industries Inc.           $       250,000           2,500
P.O. Box F-42678
Freeport, Bahamas
-----------------------------------  ---------------  ---------------
</TABLE>


                                      -74-
<PAGE>
                                 Schedule 3.1(c)

                                 Capitalization
                                 --------------


     The  authorized  capital  stock  of the Company consists of (i) 100,000,000
shares of Common Stock, of which 24,684,000 shares are issued and outstanding or
authorized  for  issuance; and (ii) 5,000,000 shares of preferred stock of which
no  shares  have been issued or authorized for issuance other than the Shares of
Series  A  Preferred  Stock.

     The  Company  has authorized the issuance of 2,400,000 A Warrants entitling
the  holders  thereof to acquire one share of the Company's common stock at $.50
per  share,  at  any  time  or  from  time  to  time during the four-year period
commencing  on  April  23,  2003 and expiring on April 22, 2007.  The A Warrants
have  registration  rights  as  set  forth  in  that certain Registration Rights
Agreement between the Company and the warrantholders dated as of April 23, 2002.

     The  Company  has authorized the issuance of 2,400,000 B Warrants entitling
the  holders thereof to acquire one share of the Company's common stock at $1.00
per  share,  at  any  time  or  from  time  to  time during the four-year period
commencing  on  April  23, 2003 and expiring on April 22, 2007.   The B Warrants
have  registration  rights  as  set  forth  in  that certain Registration Rights
Agreement between the Company and the warrantholders dated as of April 23, 2002.

     The  Company has authorized the issuance of 1,400,000 common stock purchase
warrants which entitle the holders to purchase one share of the Company's common
stock  at $1.50 per share for a period of four (4) years commencing May 8, 2003.


                                      -75-
<PAGE>