EXHIBIT 10.9

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


CDN $1,000,000                                                 December 28, 2002


     FOR VALUE RECEIVED, the undersigned, ASSURE OIL & GAS CORP., an Ontario,
Canada corporation (the "Obligor"), hereby promises to pay to the order of Swiss
Overseas Finance Company Ltd. (the "Holder"), on or before December 28, 2008
(the "Maturity Date") the principal sum of One Million Canadian Dollars (CDN
$1,000,000) 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 the Royal Bank of Canada-Toronto 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 December 28, 2003, 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 March 28, June 28, September 28 and December 28 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 Canada or United States currency in an equivalent amount based on
applicable conversion rates at the time of payment.

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

     1.   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.

     2.   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.


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     3.   Subordination of Debt. This Note is subordinate to all present and
          ---------------------
          future bank debt of the Company and its parent and 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:

               (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;


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               (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.

     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.


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     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
28th day of December, 2002.


                                        OBLIGOR:

                                        ASSURE OIL & GAS CORP.



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


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