EXHIBIT 10.10

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN
OPINION OF COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT
IN ANY VIOLATION OF SUCH LAWS OR AFFECT THE LEGALITY OF THEIR ISSUANCE.


                          SUBORDINATED PROMISSORY NOTE
                                  WITH WARRANT


US $4,500,000                                                     March 15, 2003


     FOR VALUE RECEIVED, the undersigned, ASSURE ENERGY, INC., a Delaware
corporation (the "Obligor"), hereby promises to pay to the order of Swiss
Overseas Finance Company Ltd. (the "Holder"), on or before March 15, 2009 (the
"Maturity Date") the principal sum of Four Million Five Hundred Thousand  United
States Dollars (US $4,500,000) payable as set forth below.  The Obligor also
promises to pay to the order of the Holder interest on the principal amount
hereof at a rate per annum equal to the prime rate (as reported by Citibank -
New York on the date of this Note) plus 3.5%.  No interest will be due on the
principal amount until the first anniversary of this Note, on March 15, 2004, at
which time all interest then due on this Note shall be payable in full.
Thereafter, for the remaining five year term of this Note, interest and
principal shall be payable quarterly on June 15, September 15, December 15 and
March 15 in each year.  Subject to Obligor's right to prepay the Note, in whole
or in part, all quarterly principal payments shall be made in equal pro rata
amounts.  Interest shall be calculated on the basis of the year of 365 days and
for the number of days actually elapsed.  Any amounts of interest and principal
not paid when due shall bear interest at the maximum rate of interest allowed by
applicable law.  The payments of principal and interest hereunder shall be made
in coin or currency of the United States.

     The Obligor further agrees to issue to the Holder, Four Hundred Fifty
Thousand (450,000) common stock purchase warrants, in the form annexed hereto,
each exercisable to purchase one share of Obligor's common stock at a price of
$3.10 per share, at any time during the five year period commencing July 1,
2003.

     This Note shall be subject to the following additional terms and
conditions:

     4.   Payments. The parties may mutually agree to extend the terms of this
          --------
          Note beyond the Maturity Date. In the event that any payment to be
          made hereunder shall be or become due on Saturday, Sunday or any other
          day which is a legal bank holiday under the laws of Canada, such
          payment shall be or become due on the next succeeding business day.


                                      -104-
<PAGE>
     5.   Prepayment. The Obligor and the Holder understand and agree that the
          ----------
          principal amount of this Note plus accrued interest may be prepaid by
          the Obligor at any time prior to the Maturity Date without penalty.

     6.   Subordination of Debt. This Note is subordinate to all present and
          ---------------------
          future bank debt of the Company and its subsidiaries including, but
          not limited to, debt incurred under revolving credit lines.

     4.   No Waiver. No failure or delay by the Holder in exercising any
          ---------
          right, power or privilege under the Note shall operate as a waiver
          thereof nor shall any single or partial exercise thereof preclude any
          other or further exercise thereof or the exercise of any other right,
          power or privilege. The rights and remedies herein provided shall be
          cumulative and not exclusive of any rights or remedies provided by
          law. No course of dealing between the Obligor and the Holder shall
          operate as a waiver of any rights by the Holder.

     5.   Waiver of Presentment and Notice of Dishonor.  The Obligor and all
          --------------------------------------------
          endorsers, guarantors and other parties that may be liable under this
          Note hereby waive presentment, notice of dishonor, protest and all
          other demands and notices in connection with the delivery, acceptance,
          performance or enforcement of this Note.

     6.   Place of Payment. All payments of principal of this Note and the
          ----------------
          interest due hereon shall be made at such place as the Holder may from
          time to time designate in writing.

     7.   Events of Default.  The entire unpaid principal amount of this Note
          -----------------
          and the interest due hereon shall, at the option of the Holder
          exercised by written notice to the Obligor forthwith become and be due
          and payable, without presentment, demand, protest or other notice of
          any kind, all of which are hereby expressly waived, if any one or more
          of the following events (herein called "Events of Default") shall have
          occurred (for any reason whatsoever and whether such happening shall
          be voluntary or involuntary or come about or be effected by operation
          of law or pursuant to or in compliance with any judgment, decree or
          order of any court or any order, rule or regulation of any
          administrative or governmental body ) and be continuing at the time of
          such notice, that is to say:

          a)   if default shall be made in the due and punctual payment of the
               principal of this Note and the interest due thereon when and as
               the same shall become due and payable, whether at maturity, or by
               acceleration or otherwise, and such default shall have continued
               for a period of ten (10) business days;

          b)   if the Obligor shall:


                                      -105-
<PAGE>
               (i)  admit in writing its inability to pay its debts generally as
                    they become due;

               (ii) file a petition in bankruptcy or petition to take advantage
                    of any insolvency act;

               (iii) make assignment for the benefit of creditors;

               (iv) consent to the appointment of a receiver of the whole or any
                    substantial part of its property;

               (v)  on a petition in bankruptcy filed against it, be adjudicated
                    a bankrupt;

               (vi) file a petition or answer seeking reorganization or
                    arrangement under the Federal bankruptcy laws or any other
                    applicable law or statute of the United States of America or
                    any State, district or territory thereof; or

          c)   if the court of competent jurisdiction shall enter an order,
               judgment, or decree appointing, without the consent of the
               Obligor, a receiver of the whole or any substantial part of the
               Obligor's property, and such other, judgment or decree shall not
               be vacated or set aside or stayed with ninety (90) days from the
               date of entry thereof; and

          d)   if, under the provisions of any other law for the relief or aid
               of debtors, any court or competent jurisdiction shall assume
               custody or control of the whole or any substantial part of
               Obligor's property and such custody or control shall not be
               terminated or stayed within (90) days from the date of assumption
               of such custody or control.

     8.   Remedies. In case any one or more of the Events of Default
          --------
          specified in Section 7 hereof shall have occurred and be continuing,
          the Holder may proceed to protect and enforce its rights whether by
          suit and/or equity and/or by action of law, whether for the specific
          performance of any covenant or agreement contained in this Note or in
          aid of the exercise of any power granted in this Note, or the Holder
          may proceed to enforce the payment of all sums due upon the Note or
          enforce any other legal or equitable right of the Holder.

     9.   Severability. In the event that one or more of the provisions of
          ------------
          this Note shall for any reason be held invalid, illegal or
          unenforceable in any respect, such invalidity, illegality or
          unenforceability shall not affect any other provision of this Note,
          but this Note shall be construed as if such invalid, illegal or
          unenforceable provision had never been contained herein.


                                      -106-
<PAGE>
     10.  Governing Law  This Agreement shall, in all respects, be governed by,
          -------------
          subject to and be interpreted, construed and enforced in accordance
          with the laws in effect within the Province of Alberta. Each party
          hereby expressly agrees to the jurisdiction of the courts of the
          Province of Alberta and all courts of appeal therefrom, and hereby
          waives any claim or defense of inconvenient forum.

     11.  Transfer and Assignment This Note may not be transferred or
          -----------------------
          assigned, in whole or in part, at any time, except in compliance with
          applicable federal and state securities laws.

     12.  Legal Action In the event any party commences legal action to
          ------------
          enforce its rights under this Note, the non-prevailing party shall pay
          all reasonable costs and expenses (including but not limited to
          reasonable attorney's fees, accountant's fees, appraiser's fees and
          investigative fees) incurred in enforcing such rights.

     IN WITNESS WHEREOF, the OBLIGOR has signed and sealed this Note as of the
15th day of March, 2003.


                                        OBLIGOR:

                                        ASSURE ENERGY, INC.



                                   By:  /s/ Harvey Lalach
                                        -----------------
                                        Harvey Lalach
                                        President


                                      -107-
<PAGE>

NEITHER  THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE
BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER  ANY  STATE SECURITIES LAW.  IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED  OR  OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT  COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS,  (ii)  THE  COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY
ACCEPTABLE  TO  THE  COMPANY,  STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM
REGISTRATION  UNDER  THE  ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR
(iii)  THE  TRANSFER  IS  MADE  PURSUANT  TO RULE 144 PROMULGATED UNDER THE ACT.

                                                  450,000 shares of Common Stock

                                                           Dated: March 15, 2003

                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                               ASSURE ENERGY, INC.

                            (A Delaware corporation)

     FOR  VALUE RECEIVED, Assure Energy, Inc. ("Company"), hereby certifies that
Swiss  Overseas  Finance  Company  Ltd.  or  his,  her or its registered assigns
("Holder"),  is entitled, subject to the terms set forth below, to purchase from
the  Company,  at  any  time  or  from  time to time during the five-year period
commencing  on  July  1,  2003 and expiring on June 30, 2008, four hundred fifty
thousand  (450,000)  shares  of  Common  Stock,  $.001 par value, of the Company
("Common  Stock"), at a purchase price of $3.10 per share.  The number of shares
of  Common  Stock  purchasable  upon  exercise of this Warrant, and the purchase
price  per  share, each as adjusted from time to time pursuant to the provisions
of  this  Warrant,  are  hereinafter referred to as the "Warrant Shares" and the
"Exercise  Price,"  respectively.

1.   Exercise
     --------

     1.1  Procedure for Exercise. This Warrant may be exercised by the
          ------------------------
Holder,  in  whole or in part, by the surrender of this Warrant (with the Notice
of  Exercise Form attached hereto duly executed by such Holder) at the principal
office  of  the  Company,  or  at such other office or agency as the Company may
designate, accompanied by payment in full, in lawful money of the United States,
of  an  amount  equal  to  the  then applicable Exercise Price multiplied by the
number  of  Warrant  Shares  then  being  purchased  upon  such  exercise.

     1.2  Date of Exercise. Each exercise of this Warrant shall be deemed to
          ----------------
have  been  effected  immediately  prior  to the close of business on the day on
which  this  Warrant  shall have been surrendered to the Company.  At such time,
the person or persons in whose name or names any certificates for Warrant Shares
shall  be  issuable upon such exercise shall be deemed to have become the holder
or  holders  of  record  of the Warrant Shares represented by such certificates.


                                      -108-
<PAGE>
     1.3  Issuance of Certificate. As soon as practicable after the exercise of
          -----------------------
the  purchase right represented by this Warrant, the Company at its expense will
use its best efforts to cause to be issued in the name of, and delivered to, the
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as such Holder (upon payment by such Holder of any applicable transfer
taxes)  may  direct:

     (i)     a  certificate  or  certificates  for  the number of full shares of
Warrant  Shares  to  which  such  Holder  shall  be  entitled upon such exercise
(subject  to  Section  3  hereof),  and

     (ii)     in  case  such exercise is in part only, a new warrant or warrants
(dated  the date hereof) of like tenor, stating on the face or faces thereof the
number  of  shares currently stated on the face of this Warrant minus the number
of  such  shares  purchased  by  the  Holder  upon  such exercise as provided in
subsection  1.1  above.

2.   Adjustments.
     -----------

     2.1     Split,  Subdivision  or  Combination of Shares.  If the outstanding
             ----------------------------------------------
shares  of  the  Company's  Common  Stock at any time while this Warrant remains
outstanding  and unexpired shall be subdivided or split into a greater number of
shares,  or a dividend in Common Stock shall be paid in respect of Common Stock,
the  Exercise  Price  in  effect immediately prior to such subdivision or at the
record  date  of  such  dividend shall, simultaneously with the effectiveness of
such  subdivision or split or immediately after the record date of such dividend
(as  the  case  may be), shall be proportionately decreased.  If the outstanding
shares  of Common Stock shall be combined or reverse-split into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination or
reverse  split  shall, simultaneously with the effectiveness of such combination
or reverse split, be proportionately increased.  When any adjustment is required
to  be  made  in  the  Exercise  Price,  the  number of shares of Warrant Shares
purchasable  upon  the  exercise  of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the  Exercise  Price in effect immediately prior to such adjustment, by (ii) the
Exercise  Price  in  effect  immediately  after  such  adjustment.

     2.2     Reclassification  Reorganization,  Consolidation or Merger.  In the
             ----------------------------------------------------------
case  of  any  reclassification  of the Common Stock (other than a change in par
value  or a subdivision or combination as provided for in subsection 2.1 above),
or  any  reorganization,  consolidation  or  merger  of the Company with or into
another corporation (other than a merger or reorganization with respect to which
the  Company  is  the  continuing  corporation  and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as  part  of  any  such reorganization, reclassification, consolidation, merger,
sale  or  liquidating  distribution,  lawful provision shall be made so that the
Holder  of  this  Warrant  shall  have  the right thereafter to receive upon the
exercise  hereof,  the kind and amount of shares of stock or other securities or
property  which  such Holder would have been entitled to receive if, immediately
prior  to any such reorganization, reclassification, consolidation, merger, sale
or liquidating distribution, as the case may be, such Holder had held the number
of  shares of Common Stock which were then purchasable upon the exercise of this
Warrant.  In  any such case, appropriate adjustment (as reasonably determined by
the  Board  of Directors of the Company) shall be made in the application of the


                                      -109-
<PAGE>
provisions  set forth herein with respect to the rights and interests thereafter
of the Holder of this Warrant such that the provisions set forth in this Section
2  (including provisions with respect to the Exercise Price) shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock  or  other securities or property thereafter deliverable upon the exercise
of  this  Warrant.

     2.3     Price  Adjustment.  No  adjustment  in the per share Exercise Price
             -----------------
shall  be  required unless such adjustment would require an increase or decrease
in the Exercise Price of at least $0.01; provided, however, that any adjustments
which  by  reason of this paragraph are not required to be made shall be carried
forward  and  taken into account in any subsequent adjustment.  All calculations
under this Section 2 shall be made to the nearest cent or to the nearest 1/100th
of  a  share,  as  the  case  may  be.

     2.4     No  Impairment.  The Company will not, by amendment of its Articles
             --------------
of  Incorporation  or  through  any  reorganization,  transfer  of  assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  to be observed or performed hereunder by the Company but will at all
times  in  good  faith  assist in the carrying out of all the provisions of this
Section  2  and  in  the  taking  of  all  such  actions  as may be necessary or
appropriate  in  order to protect against impairment of the rights of the Holder
of  this  Warrant  to  adjustments  in  the  Exercise  Price.

     2.5     Notice of Adjustment.  Upon any adjustment of the Exercise Price or
             --------------------
extension  of  the  Warrant  exercise  period,  the Company shall forthwith give
written  notice  thereto  to  the  Holder  of  this Warrant describing the event
requiring  the  adjustment, stating the adjusted Exercise Price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event,
and  setting  forth in reasonable detail the method of calculation and the facts
upon  which  such  calculation  is  based.

3.     Fractional  Shares.  The Company shall not be required to issue fractions
       ------------------
of shares of Common Stock upon exercise.  If any fractions of a share would, but
for  this  Section  3, be issuable upon any exercise, in lieu of such fractional
share  the  Company  shall  round  up  or  down  to  the  nearest  whole number.

4.     Limitation on Sales.  Each holder of this Warrant acknowledges that this
       -------------------
Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (a) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (b) an opinion of counsel, reasonably
acceptable to the Company, that such registration and qualification are not
required.  Absent prior registration, the Warrant Shares issued upon exercise
thereof shall be imprinted with a legend in substantially the following form:

THE  SHARES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY
NOT  BE  SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE
REGISTRATION  STATEMENT  COVERING  THE SHARES UNDER THE ACT AND APPLICABLE STATE


                                      -110-
<PAGE>
SECURITIES  LAWS,  (II)  THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY,
REASONABLY  ACCEPTABLE  TO  THE  COMPANY,  STATING THAT THE PROPOSED TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES
LAWS,  OR  (III) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE
ACT.

5.     Registration  Rights.  The  Company  hereby  grants  to  Holder piggyback
       --------------------
registration  rights  with  respect  to  the shares underlying the Warrant.  The
piggyback  registration  rights  shall be in effect from the date of issuance of
the  Warrant  until  such  time that the underlying shares are eligible for sale
pursuant  to  Rule 144 of 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;  (ii)  business  combinations;  or  (iii)  changes  in
domicile.

6.     Notices  of Record Date.  In case: (i) the Company shall take a record of
       -----------------------
the  holders  of  its  Common  Stock  (or  other stock or securities at the time
deliverable  upon  the exercise of this Warrant) for the purpose of entitling or
enabling  them  to receive any dividend or other distribution, or to receive any
right  to  subscribe  for  or  purchase  any  shares  of  any class or any other
securities,  or  to  receive  any  other  right,  or  (ii)  of  any  capital
reorganization  of the Company, any reclassification of the capital stock of the
Company,  any  consolidation  or  merger  of  the  Company  with or into another
corporation  (other  than  a consolidation or merger in which the Company is the
surviving  entity), or any transfer of all or substantially all of the assets of
the  Company,  or (iii) of the voluntary or involuntary dissolution, liquidation
or winding-up of the Company, then, and in each such case, the Company will mail
or  cause to be mailed to the Holder of this Warrant a notice specifying, as the
case  may  be,  (i) the date on which a record is to be taken for the purpose of
such  dividend,  distribution  or right, and stating the amount and character of
such  dividend,  distribution or right, or (ii) the effective date on which such
reorganization,  reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as  of  which  the  holders  of  record  of Common Stock (or such other stock or
securities  at  the time deliverable upon the exercise of this Warrant) shall be
entitled  to  exchange  their  shares  of  Common  Stock (or such other stock or
securities)  for  securities  or  other  property  deliverable  upon  such
reorganization,  reclassification, consolidation, merger, transfer, dissolution,
liquidation  or  winding-up.  Such notice shall be mailed at least ten (10) days
prior  to  the  record  date  or  effective date for the event specified in such
notice,  provided  that  the  failure  to  mail such notice shall not affect the
legality  or  validity  of  any  such  action.

7.     Reservation of Stock.  The Company will at all times reserve and keep
       --------------------
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.

8.     Replacement of Warrants.  Upon receipt of evidence reasonably
       -----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

9.     Transfers, etc.
       ---------------


                                      -111-
<PAGE>
     9.1     Warrant Register.  The Company will maintain a register containing
             ----------------
the names and addresses of the Holders of this Warrant.  Any Holder may change
its, his or her address as shown on the warrant register by written notice to
the Company requesting such change.

     9.2    Holder. Until any transfer of this Warrant is made in the warrant
            ------
register, the Company may treat the Holder of this Warrant as the absolute owner
hereof for all purposes; provided, however, that if and when this Warrant is
properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

10.     No  Rights  as  Stockholder.  Until  the  exercise  of this Warrant, the
        ---------------------------
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a  stockholder  of  the  Company.

11.     Successors.  The  rights  and obligations of the parties to this Warrant
        ----------
will  inure  to  the benefit of and be binding upon the parties hereto and their
respective  heirs,  successors,  assigns,  pledgees, transferees and purchasers.

12.     Change  or  Waiver.  Any  term  of this Warrant may be changed or waived
        ------------------
only  by  an instrument in writing signed by the party against which enforcement
of  the  change  or  waiver  is  sought.

13.     Headings.  The  headings  in  this Warrant are for purposes of reference
        --------
only  and  shall  not  limit or otherwise affect the meaning of any provision of
this  Warrant.

14.     Governing  Law.  This  Warrant  shall  be  governed  by and construed in
        --------------
accordance  with  the  laws  of  the  Province  of  Alberta.  Each  party hereby
expressly  agrees  to  the jurisdiction of the courts of the Province of Alberta
and  hereby  waives  any  claim  or  defense  of  inconvenient  forum.

15.     Mailing  of  Notices,  etc.  All  notices and other communications under
        ---------------------------

this  Warrant  (except  payment)  shall  be in writing and shall be sufficiently
given  if  sent  to  the  Holder  or  the  Company,  as the case may be, by hand
delivery,  private  overnight  courier,  with  acknowledgment  of receipt, or by
registered  or  certified  mail,  return  receipt  requested,  as  follows:

      Holder:            To Holder's address on page 1 of this Warrant
                         Attention: Name of Holder

      The Company:       To the Company's Principal Executive Offices
                         Attention:  President

or to such other address as any of them, by notice to the others may designate
from time to time.  Time shall be counted to, or from, as the case may be, the
delivery in person or by overnight courier or five (5) business days after
mailing.


                              ASSURE ENERGY, INC
                              By:  /s/ Harvey Lalach
                                   -----------------
                                   Name: Harvey Lalach
                                   Title: President


                                      -112-
<PAGE>