EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 17th day of
September, 2002 (the "Commencement Date"), and is by and between ASSURE ENERGY,
INC., a Delaware corporation with an office at 1600, 840-7th Avenue S.W.,
Calgary, Alberta, T2P 3G2 (hereinafter "Company"), and HARVEY LALACH with an
address at 2575 Alberta Court, Kelowna, British Columbia V1W 2X8 (hereinafter
the "Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, the Company wishes to retain the services of Executive to serve as
Vice President-Corporate Affairs and in such other capacities as the Company and
Executive  shall  mutually  agree  in  accordance  with  the  following  terms,
conditions  and  provisions;  and

     WHEREAS,  Executive  wishes  to  perform such services for and on behalf of
Company,  in  accordance  with  the  terms,  conditions  and  provisions of this
Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
herein  contained  the parties hereto intending to be legally bound hereby agree
as  follows:

     1.     EMPLOYMENT.  Company  hereby employs Executive and Executive accepts
            ----------
such  employment  and shall perform his duties and the responsibilities provided
for  herein  in  accordance  with  the  terms  and conditions of this Agreement.

     2.     EMPLOYMENT  STATUS.  Executive  shall  at  all  times  be  Company's
            ------------------
employee  subject  to  the  terms  and  conditions  of  this  Agreement.

     3.     TERM.  Unless earlier terminated pursuant to terms and provisions of
            ----
this Agreement, this Agreement shall have a term (the "Term") of nine (9) months
commencing  September  30,  2002,  the  Commencement  Date.  The  Term  shall
automatically  renew  for  successive  six  month terms thereafter unless either
party delivers written notice of termination to the other at least 15 days prior
to  the  end  of  the  initial nine month Term or any succeeding six month Term.

     4.     POSITION.  During Executive's employment hereunder, Executive shall
            --------
serve as Vice President-Corporate Affairs of  the Company and each of its
subsidiaries on a non-full time basis.  In such positions, Executive shall have
the customary powers, responsibilities and authorities of such positions in
corporations of the size, type and nature of Company including being generally
responsible for assisting the President and CEO in regulatory compliance, stock
exchange listings and establishing foreign and domestic trading markets,
investor relations, market surveillance and financing matters.  Executive shall
perform such duties and exercise such powers commensurate with his positions and
responsibilities as shall be determined from time to time by the Board of
Directors of Company (the "Board").  Neither Executive's title nor any of his
functions shall be changed, diminished or adversely affected during the Term
without written direction from the Board.


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     5.     LOCATION.  During Executive's employment hereunder, Executive shall
            --------
be based at 2575 Alberta Court, Kelowna, British Columbia and shall have a
Company owned, toll free telephone number installed and operating at that
location.  Executive agrees to effect prompt and professional answering of
incoming telephone calls in the name of the Company.  In the event that,
Executive is no longer employed by the Company Executive agrees to co-operate in
relocating the toll free telephone number at the Company's direction.

     6.     COMPENSATION.  For the performance of all of Executive's services to
            ------------
be rendered pursuant to the terms of this Agreement, Company will pay and
Executive will accept the following compensation:

          6.1.     Base Salary.  During the Term, Company shall pay Executive an
                   -----------
initial base salary of CDN $27,000 per nine month period or CDN $3,000 per month
(the "Base Salary") payable in equal monthly installments.  Such Base Salary
shall not be decreased during the Term.  Executive's Base Salary, as in effect
from time to time, is hereinafter referred to as the "Executive's Base Salary."
The Company shall deduct and withhold from Executive's compensation all
necessary or required taxes, including but not limited to Executive's statutory
income tax withholding and employment insurance contributions, and any other
applicable amounts required by law or any taxing authority.

          6.2.     Stock Options.  The Company hereby grants Executive stock
                   -------------
options to acquire an aggregate of 100,000 common shares of Company stock at a
price of US$2.75 per share.  The stock options, in the form annexed hereto as
Schedule 6.2, will be non-statutory, and will be exercisable, upon vesting, at
any time during the 3 year period that commenced on the Commencement Date.  The
stock options will contain anti-dilution provisions which will provide for
adjustments to the exercisable price and amount of shares issuable upon exercise
under certain circumstances.  Notwithstanding the foregoing, no adjustment shall
be made with regard to the Company's recent 3:2 forward stock split for which
the Record Date was September 10, 2002.  The first 50,000 options vest on the
earlier of March 31, 2003, or the Company's achieving 1,000 barrels of oil per
day or its natural gas equivalent ("boe/d") based upon an industry ratio where
10 cubic feet of gas is deemed the equivalent of 1 barrel of oil (the "Initial
Vesting Period").  The remaining 50,000 options vest on the 12 month anniversary
of the Initial Vesting Period.  The options are further subject to any
applicable regulatory requirements.

          6.3.     Review of Compensation.  The remuneration payable pursuant to
                   ----------------------
Section 6.1 shall be reviewed by the Board of Directors of the Company on or
before the expiry of the Term pursuant to Section 3 and annually thereafter, at
which time the Board of Directors shall consider such matters, as it may
consider relevant and shall determine in its absolute discretion, whether to
increase the remuneration payable by the Company to the Executive.

     7.     EXECUTIVE BENEFITS.
            ------------------

          7.1.     Executive shall be entitled to receive one and one-half (1 )
weeks paid vacation per nine month period.  If such vacation time is not taken
by Executive in the then current Term, Executive at his option may accrue
vacation or receive compensation in lieu thereof at one-half the then current
level of Executive's Base Salary.



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          7.2.     Reasonable travel, entertainment, continuing professional
education and other business expenses actually incurred by Executive in the
performance of his duties hereunder shall be reimbursed by Company in accordance
with Company policies as in effect from time to time.

          7.3     The Executive shall be entitled to participate in all medical,
dental, and other health care, life insurance, group accident, long term
disability, savings, profit sharing, share option, share purchase and any other
benefit plan of whatsoever nature which the Company may provide from time to
time.

     8.     TERMINATION.
             -----------

          8.1.     Termination by Company Without Cause.  Subject to Section 8.6
                   ------------------------------------
hereof,  the  Company  shall  have the right to terminate Executive's employment
hereunder without cause by giving Executive written notice to that effect.   Any
such  termination of employment shall be effective on the date specified in such
notice.

          8.2     Termination  by  Company  for  Cause.  Subject  to Section 8.6
                  ------------------------------------
hereof,  the  Company  shall  have  the  right  to  terminate this Agreement and
Executive's  employment hereunder "for cause" by giving Executive written notice
to  that  effect.   Any such termination of employment shall be effective on the
date  specified  in such notice.  For the purpose of this Agreement, "for cause"
shall  mean  (i)  commission  of  a  willful  act of dishonesty in the course of
Executive's  duties  hereunder,  (ii)  conviction  by  a  court  of  competent
jurisdiction  of  a  criminal  offense  or  a  crime  constituting  a  felony or
conviction  in respect of any act involving fraud, dishonesty or moral turpitude
resulting  in  Company's detriment or reflecting upon Company's integrity (other
than  traffic infractions or similar minor offenses), or (iii) a material breach
by  Executive  of  the  terms  of this Agreement and failure to cure such breach
within  30  days  after  receipt  of  written notice from Company specifying the
nature  of  such  breach  or to pay compensation to Company deemed reasonable by
Company  if  the  breach  cannot  be  cured.

          8.3.     Death,  Incapacitation  or  Disability.
                   --------------------------------------

               (a)     Subject  to  Section 8.6 hereof, if Executive dies during
his  employment  hereunder,  this  Agreement  shall  terminate  upon the date of
Executive's  death.

               (b)     Subject  to  Section  8.6  hereof, in the event Executive
suffers  Total  and  Permanent  Disability,  Company  may  terminate Executive's
employment.  "Total  and  Permanent  Disability"  means  any condition affecting
Executive that prevents the performance of the essential job functions and which
is  expected to be of a long, continued and indefinite duration which has caused
Executive's  absence  from  service,  after  providing  to  Executive reasonable
accommodation to perform the requirements of the job if required by law, for not
less  than  15  consecutive days during any 6 month period.  In such instance, a
determination  of the existence of Executive's disability and of the duration of
the  disability  may be made by written agreement between Company and Executive,
or  Executive's legally appointed guardian if Executive then is incompetent.  If
the  parties  do  not  agree, such determination shall be made, and certified in
writing,  by  a  licensed  physician  and  not  an employee of Company, and such
physician's  determination,  after  the  proper  medical  examination,  shall be
binding  and  conclusive



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<PAGE>
upon  the  parties  to  this  Agreement.  If  Executive  is  found to be totally
disabled,  Executive shall be deemed to remain disabled until found otherwise by
the  examining  physician.  Should  disability  commence within six months after
termination  of a prior period of disability, and should the later disability be
related  to  the  same  sickness  or  injury  which  results  from  any  earlier
disability,  then  the  later  period  of disability shall be considered to have
consecutively  followed  the  earlier  period  of disability.  Whether the later
disability  is  related  to  the  same  sickness or injury which resulted in the
earlier  disability  shall  be  determined in the same manner provided above for
determining  disability.

          8.4.     Termination  by  Executive  for  Good  Reason.
                   ---------------------------------------------

               (a)     Subject  to  Section 8.6 hereof, Executive shall have the
right to terminate this Agreement and his employment hereunder for "good reason"
if  (A)  Executive  shall  have given Company prior written notice of the reason
therefor,  (B)  such notice shall have been given to Company within fifteen (15)
days  after  Executive  is  notified  or  otherwise  first  learns  of the event
constituting  "good  reason,"  and  (C)  a period of fifteen (15) days following
receipt  by  Company  of  such  notice  shall  have lapsed and the matters which
constitute  or  give  rise  to  such  "good reason" shall not have been cured or
eliminated  by  Company; provided, however, that if such matters are of a nature
that  same  cannot  be  cured or eliminated within such fifteen (15) day period,
such  period shall be extended up to forty five (45) days, provided that Company
shall  take  and  diligently  pursue during such period such action necessary to
cure  or eliminate such matters. In the event Company shall not take such action
within  such  period,  Executive  may send another notice to Company electing to
terminate  his  employment  hereunder and, in such event, Executive's employment
hereunder  shall  terminate  and the effective date of such termination shall be
the  third  business  day  after  Company  shall  have  received  such  notice.

               (b)     For  the  purpose  of this Agreement, "good reason" shall
mean  the  occurrence of any of the following without Executive 's prior written
consent:

                    (A)     Requiring  Executive to engage in (x) an illegal act
or  (y)  an  act which is inconsistent with prior practices of Company and which
could  reasonably  be  deemed  to  be  materially  damaging  or  detrimental  to
Executive;

                    (B)     A  default by Company in the payment of any material
sum  or  the provision of any material benefit due to Executive pursuant to this
Agreement;

                    (C)     The  failure  of Company to obtain the assumption of
this  Agreement  by any successor to substantially all of the assets or business
of  Company;  or

                    (D)     Any  material  breach by Company of any provision of
this  Agreement  which  is  not corrected by Company or, if the breach cannot be
corrected, as to which Company fails to pay to Executive reasonable compensation
for  such  breach, within 60 days following receipt by Company of written notice
from  Executive  specifying  the  nature  of  such  breach.

          8.5.     Termination  by  Executive  Without  Good Reason.  Subject to
                   ------------------------------------------------
Section  8.6  hereof, Executive shall have the right to terminate this Agreement
and  his  employment  hereunder



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<PAGE>
without  good  reason  by  giving  Company  30 days prior written notice to that
effect.  The  termination of employment shall be effective on the date specified
in such notice, or earlier, at the determination of Company, in which event such
termination  shall  remain classified as a termination by Executive without good
reason.

          8.6.     Consideration.
                   -------------

               (a)     If  Company  terminates  this  Agreement  "without cause"
under  Section  8.1  or if Executive terminates this Agreement for "good reason"
under  Section  8.4,  then  Executive  shall be entitled to receive, and Company
shall  pay  to  Executive:

                    (i)     75%  of the total Base Salary remaining for the Term
without  reduction  for  present  valuation  not  later  than the next regularly
scheduled  payment  date  in  accordance  with  Section  6.1;

                    (ii)     any  business  expenses  to  be  reimbursed but not
reimbursed  under  Section 7 not later than the next regularly scheduled payment
date  in  accordance  with  Section  7;

               (b)     If  payment  is not made in a timely manner under Section
8.6(a) and it is fully and finally determined in accordance with Section 12 that
Executive was terminated without cause, then Company shall pay to Executive, and
the  Arbitrator  shall  award Executive two (2) times the amount due to, and not
timely  paid  to,  Executive under this Section 8.6(b); it being understood that
such  additional  amount is not a penalty but liquidated damages to Executive as
compensation  for  damage to reputation which such damages would be difficult to
quantify.

               (c)     If  Company  terminates this Agreement "with cause" under
Section  8.2,  or  if  Executive  terminates this Agreement for other than "good
reason" under Section 8.5, or if this Agreement is terminated as a result of the
death  of  Executive  under  Section  8.3,  then  Executive shall be entitled to
receive,  and  Company  shall  pay  to  Executive,  or,  in  the  case of death,
Executive's  administrator:

                    (i)     all  of  the  accrued but unpaid Base Salary through
the  date  of  Termination  or death not later than the next regularly scheduled
payment  date  in  accordance  with  Section  6.1;

                    (ii)     any  business  expenses  to  be  reimbursed but not
reimbursed  under  Section 6 not later than the next regularly scheduled payment
date  in  accordance  with  Section  6;

               (d)     If  this  Agreement  is  terminated  as  a  result of the
disability  of  Executive under Section 8.3, then Executive shall be entitled to
receive,  and  Company  shall  pay  to  Executive:

                    (i)     the  accrued but unpaid Base Salary through the date
2  months  after  the  date  of  Termination  not  later than the next regularly
scheduled  payment  date  in  accordance  with  Section  6.1;



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<PAGE>
                    (ii)     any  business  expenses  to  be  reimbursed but not
reimbursed  under  Section 7 not later than the next regularly scheduled payment
date  in  accordance  with  Section  7;

               (e)     If  the Company terminates this Agreement "without cause"
under  Section  8.1;  if  Executive  terminates this Agreement for "good reason"
under  Section  8.4;  or  if  this  Agreement  is  terminated as a result of the
disability  of  Executive  under  Section 8.3, all options received by Executive
under  Section  6.2  will be deemed to have vested, and Executive may thereafter
have  90  days  to  exercise  all  such  options  following  which time all such
non-exercised  options  shall  become  void  and  of  no further effect.  If the
Company  terminates  this  Agreement "for cause" under Section 8.2; if Executive
terminates  this  Agreement  "without  good  reason"  under  Section  8.5; or if
Executive  dies  during  his  employment  hereunder,  all  options  received  by
Executive  under  Section  6.2  shall  become immediately void and of no further
effect.

     9.     INTELLECTUAL  PROPERTY.  During  the  term  of  this  Agreement,
Executive shall disclose immediately to Company all ideas and inventions that he
makes,  conceives,  discovers  or  develops during the course of employment with
Company,  including  but  not  limited  to  any  inventions,  modifications,
discoveries,  developments,  improvements,  trademarks,  computer  programs,
processes,  products  or  procedures  (collectively  "Work  Product")  that: (i)
relates  to  the  business  of  Company;  or (ii) results from tasks assigned to
Executive  by Company; or (iii) results from the use of the premises or property
(whether  tangible or intangible) owned, leased or contracted for or by Company.
Executive  agrees that any Work Product shall be the sole and exclusive property
of  Company without the payment of any royalty or other consideration except for
the  compensation paid to Executive hereunder.  Executive agrees that during the
term  of  this  Agreement and thereafter, upon the request of Company and at its
expense, she shall execute and deliver any and all applications, assignments and
other instruments which Company shall deem necessary or advisable to transfer to
and  vest  in Company Executive's entire right, title and interest in and to all
such ideas, inventions, trademarks or other developments and to apply for and to
obtain  patents  or  copyrights  for any such patentable or copyrightable ideas,
inventions,  trademarks  and  other  developments.

     10.     NON-DISCLOSURE  OF  INFORMATION.

          10.1.     Executive  acknowledges  that  by virtue of his position she
will  be  privy to Company's confidential information and trade secrets, as they
may  exist  from  time to time, and that such confidential information and trade
secrets  may  constitute  valuable,  special,  and  unique  assets  of  Company
(hereinafter  collectively  "Confidential Information").  Accordingly, Executive
shall  not,  during  the  Term  and  for  a period of five (5) years thereafter,
intentionally  disclose  all  or any part of the Confidential Information to any
person,  firm,  corporation,  association  or any other entity for any reason or
purpose whatsoever, nor shall Executive and any other person by, through or with
Executive,  during  the  term  and  for  a  period of five (5) years thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for  the  benefit  of  any other person or entity, other than Company, under any
circumstances.

          10.2.     Company  and  Executive  agree  that  a  violation  of  the
foregoing  covenants  will  cause irreparable injury to Company, and that in the
event  of  a  breach or threatened breach by Executive of the provisions of this
Section  10,  Company  shall  be  entitled  to  an  injunction



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<PAGE>
restraining  Executive  from  disclosing,  in whole or in part, any Confidential
Information,  or  from  rendering any services to any person, firm, corporation,
association  or  other entity to whom any such information, in whole or in part,
has  been  disclosed  or  is  threatened  to  be  disclosed in violation of this
Agreement.  Nothing herein stated shall be construed as prohibiting Company from
pursuing  any  other  rights  and  remedies,  at  law or in equity, available to
Company  for such breach or threatened breach, including the recovery of damages
from  Executive.

          10.3.     Notwithstanding anything contained in this Section 10 to the
contrary,  "Confidential  Information"  shall not include (i) information in the
public  domain  as  of the date hereof, (ii) information which enters the public
domain  hereafter  through  no  fault  of  Executive, (iii) information created,
discovered  or  developed  by  Executive  independent  of  his  association with
Company,  provided  that  such  information  is  supported  by  accompanying
documentation  of  such  independent  development.  Nothing  contained  in  this
Section  10  shall  be  deemed  to  preclude  the  proper  use  by  Executive of
Confidential  Information  in  the  exercise  of  his  duties  hereunder  or the
disclosure  of  Confidential  Information  required  by  law

     11.     RESTRICTIVE  COVENANT.

          11.1.     Covenant  not  to Compete.  During the Term and for a period
                    -------------------------
of one (1) year after the termination of this Agreement, Executive covenants and
agrees  that  she  shall  not  own,  manage,  operate,  control, be employed by,
participate  in,  or  be connected in any manner with the ownership, management,
operation,  or  control, whether directly or indirectly, as an individual on his
own  account,  or  as  a  partner,  member, joint venturer, officer, director or
shareholder  of  a  corporation  or other entity, of any business which competes
directly  with  the business conducted by Company at the time of the termination
or  expiration of this Agreement.  Notwithstanding the foregoing, (i) nothing in
this Section 11 shall prohibit Executive from owning up to 5% of the outstanding
voting  capital  stock  of  any corporation or other entity which is a reporting
company  under Section 13 or 15(d) under the Securities Exchange Act of 1934, as
amended,  and  (ii)  in the event of a termination by Company,  such restriction
shall  apply  only  if Company has paid to Executive all amounts required and is
otherwise in compliance with Section 8 hereof.  The foregoing shall not preclude
Executive  or any affiliate thereof from any consulting arrangement which may be
entered  into  from  time  to  time  with  Company,  or  its  affiliate.

          11.2.     Enforceability.  Executive  acknowledges  that  the
                    --------------
restrictions contained in this Section 11 are reasonable.  In that regard, it is
the  intention  of  the  parties  to  this Agreement that the provisions of this
Section 11 shall be enforced to the fullest extent permissible under the law and
public  policy  applied  in  each  jurisdiction  in which enforcement is sought.
Accordingly, if any portion of this Section 11 shall be adjudicated or deemed to
be  invalid  or unenforceable, the remaining portions shall remain in full force
and  effect,  and  such invalid or unenforceable portion shall be limited to the
particular  jurisdiction  in  which  such  adjudication  is  made.

     12.     ARBITRATION.  Other  than  with  respect  to  a  proceeding  for
injunctive relief referred to herein, any controversy or claim arising out of or
relating  to this Agreement, the performance thereof or its breach or threatened
breach  shall  be  settled  by arbitration in Calgary, Alberta or other mutually
acceptable  place  in  accordance  with the then governing rules of the Canadian
Arbitration  Association.  The  finding  of  the arbitration panel or arbitrator
shall  be final and binding upon the parties with the costs of arbitration to be
equally  borne  by  the  plaintiffs  and  the



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<PAGE>
------
defendants,  i.e.  the costs borne by defendant side in the arbitration, whether
single  or  multiple,  shall  equal the costs borne by the plaintiff side in the
arbitration,  whether  single  or multiple.  Judgment upon any arbitration award
rendered may be entered and enforced in any court of competent jurisdiction.  In
no  event  may  the  arbitration  determination change Executive's compensation,
title,  duties  or responsibilities, the entity to whom Executive reports or the
principal  place  where  Executive  is  to  render  his  services.
     13.     INDEMNIFICATION.

          13.1.     (a)     Indemnification  of Expenses.  Except as provided in
                            ----------------------------
Section  13(b)  hereof,  the  Company  shall  indemnify  to  the  fullest extent
permitted  by  law  if  Executive  was or is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action, suit, proceeding or
alternative  dispute  resolution  mechanism,  or  any  hearing,  inquiry  or
investigation  that  Executive  in  good  faith  believes  might  lead  to  the
institution  of  any  such  action,  suit,  proceeding  or  alternative  dispute
resolution  mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or  occurrence related to the fact that Executive is or was a director, officer,
employee,  agent or fiduciary of Company, or any subsidiary of Company, or is or
was serving at the request of Company as a director, officer, employee, agent or
fiduciary  of another corporation, partnership, joint venture, limited liability
company,  trust  or  other enterprise, or by reason of any action or inaction on
the  part  of  Executive  while  serving  in  such  capacity  (hereinafter  an
"Indemnifiable  Event")  against any and all expenses (including attorneys' fees
and  all  other  costs,  expenses  and  obligations  incurred in connection with
investigating,  defending,  being a witness in or participating in (including on
appeal),  or  preparing  to  defend, be a witness in or participate in, any such
action,  suit,  proceeding,  alternative  dispute resolution mechanism, hearing,
inquiry  or  investigation),  judgments,  fines,  penalties  and amounts paid in
settlement (if such settlement is approved in advance by Company, which approval
shall  not be unreasonably withheld) of such Claim and any federal, state, local
or  foreign  taxes  imposed  on  Executive  as  a result of the actual or deemed
receipt  of  any  payments  under  this  Agreement  (collectively,  hereinafter
"Expenses"),  including  all  interest,  assessments  and  other charges paid or
payable  in  connection  with  or  in  respect of such Expenses. Such payment of
Expenses  shall  be  made  by Company as soon as practicable but in any event no
later  than  twenty  days  after  Executive  presents written demand therefor to
Company.

               (b)     Limitation  on Indemnification.  The Company's obligation
                       ------------------------------
to  indemnify  Executive  pursuant to this Agreement shall not extend to acts of
Executive  constituting  gross  negligence  or  other  acts  of  malfeasance.

          13.2.     Expenses;  Indemnification  Procedure.
                    -------------------------------------

               (a)     Subject  to  the  other  terms  and  conditions  of  this
Agreement,  Company  shall  advance  all  Expenses  incurred  by  Executive. The
advances  to  be made hereunder shall be paid by Company to Executive as soon as
practicable  but  in any event no later than twenty days after written demand by
Executive  therefor  to  Company.

               (b)     Executive  shall, as a condition precedent to Executive's
right  to be indemnified under this Agreement, give Company notice in writing as
soon  as  practicable  of  any



                                      -83-
<PAGE>
Claim  made  against Executive for which indemnification will or could be sought
under  this  Agreement.  Notice  to  Company  shall  be directed to the Board of
Directors  of  Company  at  the  address  shown  on  the  signature page of this
Agreement  and to the address of each Director (or such other address as Company
shall  designate  in  writing  to  Executive). In addition, Executive shall give
Company  such  information  and  cooperation as it may reasonably require and as
shall  be  within  Executive's  power.

               (c)     For  purposes of this Agreement, the determination of any
Claim by judgment, order, settlement (whether with or without court approval) or
conviction,  or  upon  a  plea  of nolo contendere, or its equivalent, shall not
create  a  presumption  that  Executive  did not meet any particular standard of
conduct  or  have  any  particular  belief  or  that a court has determined that
indemnification  is  not  permitted  by  applicable  law.

               (d)     If,  at the time of the receipt by Company of a notice of
a  Claim  pursuant to Section 13.2(b) hereof, Company has liability insurance in
effect  which  may  cover  such  Claim,  Company shall give prompt notice of the
commencement of such Claim to the insurers in accordance with the procedures set
forth in the respective policies. Company shall thereafter take all necessary or
desirable  action  to  cause  such  insurers to pay, on behalf of Executive, all
amounts  payable  as  a  result  of  such  action,  suit, proceeding, inquiry or
investigation  in  accordance  with  the  terms  of  such  policies.

               (e)     In  the event Company shall be obligated hereunder to pay
the  Expenses  of  any Claim, Company shall be entitled to assume the defense of
such  Claim  with  counsel  approved  by  Executive, which approval shall not be
unreasonably  withheld,  upon the delivery to Executive of written notice of its
election  so  to  do. After delivery of such notice, approval of such counsel by
Executive  and  the  retention  of  such counsel by Company, Company will not be
liable  to  Executive  under this Agreement for any fees of counsel subsequently
incurred  by  Executive  with  respect  to  the  same  Claim; provided that, (i)
Executive  shall  have the right to employ Executive's counsel in any such Claim
at  Executive's  expense  and (ii) if (A) the employment of counsel by Executive
has  been  previously authorized by Company, (B) Executive shall have reasonably
concluded  that there is a conflict of interest between Company and Executive in
the  conduct  of  any  such defense, or (C) Company shall not continue to retain
such  counsel  to  defend  such Claim, then the fees and expenses of Executive's
counsel  shall  be  at  the  expense of Company. Company shall have the right to
conduct  such defense as it sees fit in its sole discretion, including the right
to  settle  any claim against Executive without the consent of Executive so long
as  in  the  case  of  the  settlement  (i) Company has the financial ability to
satisfy  any  monetary  obligation involving Executive under such settlement and
(ii)  the settlement does not impose injunctive type relief on the activities of
Executive.  In  all events, Executive will not unreasonably withhold its consent
to  any  settlement.
          13.3.     Additional  Indemnification  Rights;  Nonexclusivity.
                    ----------------------------------------------------

               (a)     Except  as  provided in Section 13(b) hereof, the Company
hereby  agrees  to  indemnify  Executive to the fullest extent permitted by law,
notwithstanding  that such indemnification is not specifically authorized by the
other  provisions  of  this  Agreement,  Company's Certificate of Incorporation,
Company's  Bylaws  or  by  statute. In the event of any change after the date of
this Agreement in any applicable law, statute or rule which expands the right of
a  Delaware  corporation  to  indemnify a member of its Board of Directors or an
officer,



                                      -84-
<PAGE>
employee,  agent  or  fiduciary,  it  is the intent and agreement of the parties
hereto  that  Executive  shall  enjoy  by  this  Agreement  the greater benefits
afforded  by  such  change.  In  the  event of any change in any applicable law,
statute or rule which narrows the right of a Delaware corporation to indemnify a
member  of  its  Board of Directors or an officer, employee, agent or fiduciary,
such  change,  to the extent not otherwise required by such law, statute or rule
to  be  applied to this Agreement, shall have no effect on this Agreement or the
parties'  rights  and  obligations  hereunder.

               (b)     The  indemnification  provided by this Agreement shall be
in  addition  to  any  rights to which Executive may be entitled under Company's
Certificate  of  Incorporation,  its  Bylaws,  any  agreement,  any  vote  of
stockholders  or  disinterested directors, the Delaware General Corporation Law,
or  otherwise.  The indemnification provided under this Agreement shall continue
as  to  Executive for any action Executive took or did not take while serving in
an  indemnified  capacity even though Executive may have ceased to serve in such
capacity.

               (c)     Company  shall not be liable under this Agreement to make
any  payment  in  connection with any Claim made against Executive to the extent
Executive  has  otherwise actually received payment (under any insurance policy,
Certificate  of  Incorporation,  Bylaw  or  otherwise)  of the amounts otherwise
indemnifiable  hereunder.

               (d)     If  Executive  is  entitled  under  any provision of this
Agreement  to  indemnification  by  Company  for  some  or a portion of Expenses
incurred  in  connection  with any Claim, but not, however, for all of the total
amount  thereof,  Company shall nevertheless indemnify Executive for the portion
of  such  Expenses  to  which  Executive  is  entitled.

     14.     NOTICES.  Any  notice  required,  permitted or desired to be given
under  this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Executive or an authorized member of Company, (b) sent by overnight
delivery  or (c) sent by registered or certified mail, return receipt requested,
to  Company's  or  Executive's  address  as  provided  in this Agreement or to a
different address designated in writing by either party.  Notice is deemed given
on  the  day  it  is  delivered personally or by overnight delivery, or five (5)
business  days  after  it  is  sent  by  registered  or  certified  mail.

     15.     ASSIGNMENT.  Executive  acknowledges  that his services are unique
and  personal.  Accordingly, Executive may not assign his rights or delegate his
duties  or  obligations  under this Agreement.  Company's rights and obligations
under  this  Agreement  shall  inure to the benefit of and shall be binding upon
Company's  successors  and  assigns.

     16.     WAIVER  OF  BREACH.  Any waiver of a breach of a provision of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement,  by  either  party,  shall not operate or be construed as a waiver of
that  or  any  other  subsequent  breach  or  right.

     17.     ENTIRE AGREEMENT.  This Agreement contains the entire agreement of
the  parties.  It  may not be changed orally but only by an agreement in writing
which  is  signed  by  the  parties.  The parties hereto agree that any existing
employment  agreement  between  them  shall  terminate  as  of  the date of this
Agreement.



                                      -85-
<PAGE>
     18.     GOVERNING  LAW;  VENUE.  This  Agreement  shall  be  construed  in
accordance  with  and governed by the laws of the Province of Alberta, Canada as
applied to agreements entered into and to be performed entirely in Alberta.  Any
dispute  or  controversy  concerning  or  relating  to  this  Agreement shall be
exclusively  resolved  in  the  courts  located  in the City, of Calgary and the
Province  of  Alberta.

     19.     SEVERABILITY.  The  invalidity  or  non-enforceability  of  any
provision  of  this  Agreement  or  application  thereof  shall  not  affect the
remaining  valid  and  enforceable  provisions  of this Agreement or application
thereof.

     20.     CAPTIONS.  Captions  in  this  Agreement  are  inserted  only as a
matter  of  convenience  and  reference  and  shall  not be used to interpret or
construe  any  provisions  of  this  Agreement.

     21.     COUNTERPARTS.  This  Agreement  may  be  executed  in  two or more
counterparts,  each of which shall be deemed to be an original, but all of which
together  shall  constitute  one  and  the  same  Agreement.  Delivery of signed
counterparts  via  facsimile  transmission shall be effective as manual delivery
thereof.

                            [SIGNATURE PAGE FOLLOWS]





                                      -86-
<PAGE>
      IN  WITNESS  WHEREOF,  each  of  the  parties  hereto  has  executed their
Agreement  as  of  the  date  first  herein  above  written.  COMPANY:

ASSURE  ENERGY  INC.


By:  /s/  Suzanne  West
     ----------------------------
     Name:  Suzanne  West
     Title: President

EXECUTIVE:


/s/  Harvey  Lalach
     ----------------------------
Harvey  Lalach


                                      -87-
<PAGE>