EXHIBIT 4.3

                               GASCO ENERGY, INC.

                 SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT


         This Subscription and Registration Rights Agreement (this "Agreement"),
made as of the date set forth below by and between Gasco Energy, Inc. (the
"Company") and the undersigned ("Subscriber"), is intended to set forth certain
representations, covenants and agreements between the Company and the
Subscriber, with respect to the offering (the "Offering") for sale by the
Company of shares of Series B Preferred Stock, par value $.001 per share (the
"Preferred Stock"), as described in the Company's Private Placement Memorandum
dated February 5, 2003 (the "Memorandum"), a copy of which has been delivered to
Subscriber.

1.       Subscription. Subject to the terms and conditions hereof, the
         Subscriber hereby irrevocably subscribes for and agrees to purchase
         from the Company the number of shares of Preferred Stock (the "Shares")
         set forth under the Subscriber's name on the signature page hereto at a
         purchase price of $440.00 per share (the "Offering Price"), and the
         Company agrees to sell such Shares to the Subscriber at the Offering
         Price, subject to the Company's right to sell to the Subscriber such
         lesser number of Shares as the Company may, in its sole discretion,
         deem necessary or desirable.

2.       Delivery of Subscription Amount; Acceptance of Subscription; Delivery
         of Shares. Subscriber understands and agrees that this subscription is
         made subject to the following terms and conditions:

(a)      Subscriber understands that separate subscription agreements will be
         executed with other Subscribers for the remainder of the Shares to be
         sold in the Offering;

(b)      Contemporaneously with the execution and delivery of this Agreement,
         Subscriber shall execute and deliver the Certificate of Accredited
         Investor Status, and shall wire to the Company to hold in a separate,
         non-interest bearing account, immediately available funds in the amount
         equal to the Offering Price multiplied by the number of Shares for
         which the Subscriber has subscribed (the "Subscription Amount") in
         accordance with the instructions set forth on Exhibit A hereto.

(c)      The subscription for Shares shall be deemed to be accepted only when
         this Agreement has been signed by an authorized officer of the Company,
         and the deposit of the Subscription Amount for clearance will not be
         deemed an acceptance of this Agreement;

(d)      The Company shall have the right to reject this subscription, in whole
         or in part and shall have the right to allocate Shares among
         Subscribers in any manner it may desire;

(e)      The payment of the Subscription Amount (or, in the case of rejection of
         a portion of the Subscriber's subscription, the part of the payment
         relating to such rejected portion) will be returned promptly, without
         interest, if Subscriber's subscription is rejected in whole or in part
         or if the Offering is withdrawn or canceled;

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(f)      Certificates representing the Shares purchased will be issued in the
         name of each Subscriber within 5 days of the consummation of the
         Offering as set forth under Section 3 hereof; and

(g)      The representations and warranties of the Company and Subscriber set
         forth herein shall be true and correct as of the date that the Company
         accepts this subscription.

3.       Terms of Subscription.

(a)      The subscription period will begin as of February 5, 2003 and will
         terminate at 11:59 p.m. Eastern time on February 10, 2003, unless
         extended by the Company, on one or more occasions, for up to an
         additional sixty (60) days (the "Termination Date"). Such extension may
         be effected without notice to the Subscribers.

(b)      If the Subscriber is not a United States person, the Subscriber hereby
         represents that it has satisfied itself as to the full observance of
         the laws of its jurisdiction in connection with any invitation to
         subscribe for the Shares or any use of this Agreement, including (i)
         the legal requirements within its jurisdiction for the purchase of the
         Shares, (ii) any foreign exchange restrictions applicable to such
         purchase, (iii) any governmental or other consents that may need to be
         obtained, and (iv) the income tax and other tax consequences, if any,
         that may be relevant to the purchase, holding, redemption, sale or
         transfer of the Shares. The Subscriber's subscription and payment for,
         and his or her continued beneficial ownership of the Shares, will not
         violate any applicable securities or other laws of the Subscriber's
         jurisdiction.

4.       Registration Rights.

(a)      Subscriber acknowledges that it is acquiring the Shares for its own
         account and for the purpose of investment and not with a view to any
         distribution or resale thereof within the meaning of the Securities Act
         of 1933, as amended, (the "Securities Act"). The Subscriber further
         agrees that it will not sell, assign or transfer the Shares, or shares
         of common stock of the Company, par value $.0001 ("Common Stock"), into
         which the Shares are convertible (the "Underlying Common Shares"), at
         any time in violation of the Securities Act and acknowledges that, in
         taking unregistered securities, it must continue to bear the economic
         risk of its investment for an indefinite period of time because of the
         fact that the Shares and the Underlying Common Shares have not been
         registered under the Securities Act, and further realizes that neither
         the Shares nor the Underlying Common Shares can be sold unless
         subsequently registered under the Securities Act or an exemption from
         such registration is available. The Subscriber further recognizes that
         the Company is not assuming any obligation to register the Shares or
         the Underlying Common Shares except as expressly set forth herein. The
         Subscriber also acknowledges that appropriate legends reflecting the
         status of the Shares and the Underlying Common Shares under the
         Securities Act may be placed on the face of the certificates for such
         shares at the time of their transfer and delivery to the holder
         thereof.

(b)      Neither the Shares nor the Underlying Common Shares may be transferred
         except in a transaction which is in compliance with the Securities Act.
         Except as provided hereafter with respect to registration of the Shares
         or the Underlying Common Shares, it shall be a condition to any such
         transfer that the Company shall be furnished with an opinion of counsel


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         to the holder of such shares, reasonably satisfactory to the Company,
         to the effect that the proposed transfer would be in compliance with
         the Securities Act.

(c)      Within 30 days after the filing of the Company's annual report on Form
         10-K for the fiscal year ended December 31, 2002 (the "Filing Date"),
         the Company shall use its commercially reasonable efforts to prepare
         and file with the Securities and Exchange Commission (the "SEC"), a
         registration statement and such other documents as may be necessary in
         the opinion of counsel for the Company, and use its commercially
         reasonable efforts to have such registration statement declared
         effective within 75 days after the Filing Date in order to comply with
         the provisions of the Securities Act so as to permit the registered
         resale of the Underlying Common Shares for a period of two (2) years
         following the Closing Date by each and every holder of Shares sold in
         the Offering, except for those holders who designate on the signature
         page hereto that they do not wish to have their Underlying Common
         Shares included in the registration statement. The Underlying Common
         Shares that are registered for resale under such registration statement
         are referred to herein as the "Offering Shares," and the Subscribers
         who are eligible to sell their Underlying Common Shares under such
         registration statement, together with their affiliates, are hereafter
         referred to as "Offering Holders." The Company will include in such
         registration statement (i) the information required under the
         Securities Act to be so included concerning the Offering Holders, as
         provided by the Offering Holders on the signature page hereto,
         including any changes in such information that may be provided by the
         Offering Holders in writing to the Company from time to time, and (ii)
         a section entitled "Plan of Distribution," substantially in the form of
         Exhibit C hereto, that describes the various procedures that may be
         used by the Offering Holders in the sale of Underlying Common Shares.
         Notwithstanding anything to the contrary in this Section 4, the Company
         may, at its option, terminate such registration statement at any time
         after a period of one year following the Closing Date, if at such time
         no Offering Holder beneficially owns more than 1,000,000 of the
         Underlying Common Shares underlying the Shares that such Offering
         Holder purchased in the Offering.

(d)      If the registration statement referred to in Section 4(c) above has not
         been declared effective by the SEC within 75 days after the Filing Date
         and the cause of the delay is not related to circumstances beyond the
         Company's control (such as failure of the SEC to review and act on the
         registration statement or amendments to the registration statement in a
         timely manner), the Company shall pay liquidated damages of 2% of the
         Offering Price per share for every Share for each 30 day period of
         delay following such initial 75 day period ("Liquidated Damages"). The
         foregoing payment shall constitute the sole monetary remedy available
         to the Subscriber in the event that the Company does not comply with
         the deadlines set forth in Section 4(c) with respect to the filing and
         effectiveness of the registration statement referred to therein.

(e)      Notwithstanding the foregoing provisions of this Section 4, the Company
         may voluntarily suspend the effectiveness of any such registration
         statement for a limited time, which in no event shall be longer than 60
         days in any three-month period and no longer than 120 days in any
         twelve month period, if the Company has been advised in writing by
         counsel or underwriters to the Company that the offering of any
         Offering Shares pursuant to the registration statement would materially
         adversely affect, or would be improper in view of (or improper without
         disclosure in a prospectus), a proposed financing, a reorganization,


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         recapitalization, merger, consolidation, or similar transaction
         involving the Company. If the effectiveness of any such registration
         statement is suspended for a period of time in violation of the
         preceding sentence and the cause of the delay is not related to
         circumstances beyond the Company's control (such as the failure of the
         SEC to review and act on a post-effective amendment to the registration
         statement in a timely manner), the Company shall pay Liquidated Damages
         for each such violation, subject to the limitation set forth in the
         last sentence of Section 4(d). If any event occurs that would cause any
         such registration statement to contain a material misstatement or
         omission or not to be effective and usable during the period that such
         registration statement is required to be effective and usable, the
         Company shall promptly file an amendment to the registration statement
         and use its commercially reasonable efforts to cause such amendment to
         be declared effective as soon as practicable thereafter.
         Notwithstanding any provision contained herein to the contrary, the
         Company's obligation to include, or continue to include, Offering
         Shares in any such registration statement under this Section 4 shall
         terminate to the extent such shares are eligible for resale under Rule
         144(k) promulgated under the Securities Act.

(f)      If and whenever the Company is required by the provisions of this
         Agreement to use its commercially reasonable efforts to effect the
         registration of the Offering Shares under the Securities Act for the
         account of an Offering Holder, the Company will, as promptly as
         possible:

(i)      prepare and file with the SEC a registration statement with respect to
         such securities and use its commercially reasonable efforts to cause
         such registration statement to become and remain effective;

(ii)     prepare and file with the SEC such amendments and supplements to such
         registration statement and the prospectus used in connection therewith
         as may be necessary to keep such registration statement effective and
         to comply with the requirements of the Securities Act and the rules and
         regulations promulgated by the SEC thereunder relating to the sale or
         other disposition of the securities covered by such registration
         statement;

(iii)    furnish to each Offering Holder such numbers of copies of a prospectus,
         including a preliminary prospectus, complying with the requirements of
         the Securities Act, and such other documents as such Offering Holder
         may reasonably request in order to facilitate the public sale or other
         disposition of the Offering Shares owned by such Offering Holder, but
         such Offering Holder shall not be entitled to use any selling materials
         other than a prospectus and such other materials as may be approved by
         the Company, which approval will not be unreasonably withheld; and

(g)      Except as provided below in this Section 4, the expenses incurred by
         the Company in connection with action taken by the Company to comply
         with this Section 4, including, without limitation, all registration
         and filing fees, printing and delivery expenses, accounting fees, fees
         and disbursements of counsel to the Company, consultant and expert
         fees, premiums for liability insurance, if the Company chooses to
         obtain such insurance, obtained in connection with a registration
         statement filed to effect such compliance and all expenses, including
         counsel fees, of complying with any state securities laws ("State
         Acts"), shall be paid by the Company. All fees and disbursements of any
         counsel, experts, or consultants employed by any Offering Holder shall


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         be borne by such Offering Holder. The Company shall not be obligated in
         any way in connection with any registration pursuant to this Section 4
         for any selling commissions or discounts payable by any Offering Holder
         to any underwriter or broker of securities to be sold by such Offering
         Holder. Subscriber agrees to pay all expenses required to be borne by
         such Offering Holder.

(h)      In the event of any registration of Underlying Common Shares pursuant
         to this Section 4, the Company will indemnify and hold harmless each
         Offering Holder, its officers, directors, investment advisors and each
         underwriter of such securities, and any person who controls such
         Offering Holder or underwriter within the meaning of Section 15 of the
         Securities Act, against all claims, actions, losses, damages,
         liabilities and expenses, joint or several, to which any of such
         persons may become subject under the Securities Act or otherwise,
         insofar as such losses, claims, damages, liabilities or actions arise
         out of or are based upon any untrue statement of any material fact
         contained in any registration statement under which such securities
         were registered under the Securities Act, any preliminary prospectus or
         final prospectus contained therein, or any amendment or supplement
         thereof, or arise out of or are based upon the omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and will reimburse such
         Offering Holder, its officers, directors and each underwriter of such
         securities, and each such controlling person or entity for any legal
         and any other expenses reasonably incurred by such Offering Holder,
         such underwriter, or such controlling person or entity in connection
         with investigating or defending any such loss, action, claim, damage,
         liability, or action; provided, however, that the Company will not be
         liable in any such case to the extent that any such loss, claim,
         damage, liability or action arises directly out of or is based
         primarily upon an untrue statement or omission made in said
         registration statement, said preliminary prospectus or said prospectus,
         or said amendment of supplement in reliance upon and in conformity with
         written information furnished to the Company by such Offering Holder or
         such underwriter specifically for use in the preparation thereof, and
         provided further however, that the Company will not be liable in any
         such case to the extent that any such loss, claim, damage or liability
         or action arises directly out of or is based primarily upon an untrue
         statement or omission made in any preliminary prospectus or final
         prospectus if (i) such Offering Holder failed to send or deliver a copy
         of the final prospectus or prospectus supplement with or prior to the
         delivery of written confirmation of the sale of the Offering Shares,
         and (ii) the final prospectus or prospectus supplement would have
         corrected such untrue statement or omission.

(i)      At any time when a prospectus relating to the Offering is required to
         be delivered under the Securities Act, the Company will notify the
         Offering Holder of the happening of any event, upon the notification or
         awareness of such event by an executive officer of the Company, as a
         result of which the prospectus included in such registration statement,
         as then in effect, includes an untrue statement of material fact or
         omits to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing.

(j)      In the event of any registration of any Underlying Common Shares under
         the Securities Act pursuant to this Section 4, Subscriber agrees to
         indemnify and hold harmless the Company, its officers, directors and
         any person who controls the Company within the meaning of Section 15 of
         the Securities Act, against any losses, claims, damages, liabilities,
         or actions, joint or several, to which the Company, its officers,
         directors, or such controlling person or entity may become subject
         under the Securities Act or otherwise, insofar as such losses, claims,


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<PAGE>

         damages, liabilities, or actions arise out of or are based upon any
         untrue statement of any material fact contained in any registration
         statement under which such Underlying Common Shares were registered
         under the Securities Act, any preliminary prospectus or final
         prospectus contained therein, or any amendment or supplement thereto,
         or arise out of or are based upon the omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent and only
         to the extent that any such loss, claim, damage, liability, or action
         arises out of or is based upon an untrue statement or omission made in
         said registration statement, said preliminary prospectus or said
         prospectus or said amendment or supplement in reliance upon and in
         conformity with written information furnished to the Company by
         Subscriber or any affiliate (as defined in the Securities Act) of
         Subscriber specifically for use in the preparation thereof.

(k)      Any party entitled to indemnification hereunder will (i) give prompt
         written notice to the indemnifying party of any claim with respect to
         which it seeks indemnification and (ii) unless in such indemnified
         party's reasonable judgment a conflict of interest between such
         indemnified and indemnifying parties may exist with respect to such
         claim, permit such indemnifying party to assume the defense of such
         claim with counsel reasonably satisfactory to the indemnified party. If
         such defense is assumed, the indemnifying party will not be subject to
         any liability for any settlement made by the indemnified party without
         its consent (which consent may not be unreasonably withheld). An
         indemnifying party who is not entitled to, or elects not to, assume the
         defense of a claim will not be obligated to pay the fees and expenses
         of more than one counsel for all parties indemnified by such
         indemnifying party with respect to such claim, unless in the reasonable
         judgment of any indemnified party a conflict of interest may exist
         between such indemnified party and any other of such indemnified
         parties with respect to such claim.

(l)      With a view to making available to the Offering Holder the benefits of
         Rule 144 promulgated under the Securities Act, the Company agrees that
         it will use its commercially reasonable efforts to maintain
         registration of its Common Stock under Section 12 or 15 of the
         Securities and Exchange Act of 1934, as amended, (the "Exchange Act")
         and to file with the SEC in a timely manner all reports and other
         documents required to be filed by an issuer of securities registered
         under the Exchange Act so as to maintain the availability of Rule 144.
         Upon the request of any record owner, the Company will deliver to such
         owner a written statement as to whether it has complied with the
         reporting requirements of Rule 144.

5.       Representations and Warranties of the Subscriber. Subscriber hereby
         represents and warrants to the Company as follows:

(a)      Subscriber is acquiring the Shares for its own account, for investment
         and not with a view to, or for resale in connection with, any
         distribution or public offering thereof within the meaning of the
         Securities Act, and applicable state securities laws.

(b)      The Subscriber understands that (A) the Shares (1) have not been
         registered under the Securities Act or any state securities laws, (2)
         will be issued in reliance upon an exemption from the registration and
         prospectus delivery requirements of the Securities Act pursuant to
         Section 4(2) and/or Regulation D thereof and (3) will be issued in
         reliance upon exemptions from the registration and prospectus delivery
         requirements of state securities laws which relate to private


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         offerings, and (B) the Subscriber must therefore bear the economic risk
         of such investment indefinitely unless a subsequent disposition thereof
         is registered under the Securities Act and applicable state securities
         laws or is exempt therefrom. Subscriber further understands that such
         exemptions depend upon, among other things, the bona fide nature of the
         investment intent of the Subscriber expressed herein. Pursuant to the
         foregoing, the Subscriber acknowledges that the certificates
         representing the Shares, and any Underlying Common Shares, acquired by
         the Subscriber shall bear a restrictive legend substantially as
         follows:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
               RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS
               AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR
               SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
               OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR
               (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH
               REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE
               COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE
               TRANSFERRED WITHOUT SUCH REGISTRATION."

(c)      The Subscriber has knowledge, skill and experience in financial,
         business and investment matters relating to an investment of this type
         and is capable of evaluating the merits and risks of such investment
         and protecting the Subscriber's interest in connection with the
         acquisition of the Shares. The Subscriber understands that the
         acquisition of the Shares is a speculative investment and involves
         substantial risks and that the Subscriber could lose the Subscriber's
         entire investment in the Shares. To the extent deemed necessary by the
         Subscriber, the Subscriber has retained, at its own expense, and relied
         upon, appropriate professional advice regarding the investment, tax and
         legal merits and consequences of purchasing and owning the Shares. The
         Subscriber has the ability to bear the economic risks of the
         Subscriber's investment in the Company, including a complete loss of
         the investment, and the Subscriber has no need for liquidity in such
         investment.

(d)      The Subscriber has been furnished by the Company all information (or
         provided access to all information) regarding the business and
         financial condition of the Company, its expected plans for future
         business activities, the attributes of the Shares and the merits and
         risks of an investment in the Shares which the Subscriber has requested
         or otherwise need to evaluate the investment in the Company.

(e)      Subscriber is in receipt of and has carefully read and understands the
         following items:

(i)      the Memorandum; and

(ii)     Final Prospectus to Post-Effective Amendment No. 1 to Form S-1, filed
         December 20, 2002.

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(f)      In making the proposed investment decision, the Subscriber is relying
         solely on investigations made by the Subscriber and the Subscriber's
         representatives. The offer to sell the Shares was communicated to the
         Subscriber in such a manner that the Subscriber was able to ask
         questions of and receive answers from the management of the Company
         concerning the terms and conditions of the proposed transaction and
         that at no time was the Subscriber presented with or solicited by or
         through any leaflet, public promotional meeting, television
         advertisement or any other form of general or public advertising or
         solicitation.

(g)      The Subscriber acknowledges that the Subscriber has been advised that:

(i)      The Shares offered hereby and the Underlying Common Shares have not
         been approved or disapproved by the SEC or any state securities
         commission nor has the SEC or any state securities commission passed
         upon the accuracy or adequacy of any representations by the Company.
         Any representation to the contrary is a criminal offense.

(ii)     In making an investment decision, the Subscriber must rely on its own
         examination of the Company and the terms of the Offering, including the
         merits and risks involved. Neither the Shares nor the Underlying Common
         Shares have been recommended by any federal or state securities
         commission or regulatory authority. Furthermore, the foregoing
         authorities have not confirmed the accuracy or determined the adequacy
         of any representation. Any representation to the contrary is a criminal
         offense.

(iii)    The Shares and the Underlying Common Shares are "Restricted Securities"
         within the meaning of Rule 144 under the Securities Act, are subject to
         restrictions on transferability and resale and may not be transferred
         or resold except as permitted under the Securities Act and applicable
         state securities laws, pursuant to registration or exemption therefrom.
         The Subscriber is aware that the Subscriber may be required to bear the
         financial risks of this investment for an indefinite period of time.

(h)      The Subscriber acknowledges and is aware that there has never been any
         representation, guarantee or warranty made by the Company or any
         officer, director, employee or agent or representative of the Company,
         expressly or by implication, as to (i) the approximate or exact length
         of time that the Subscriber will be required to remain an owner of the
         Shares or the Underlying Common Shares; (ii) the percentage of profit
         and/or amount of or type of consideration, profit or loss to be
         realized, if any, as a result of this investment; or (iii) that the
         limited past performance (if any) or experience on the part of the
         Company, or any future expectations will in any way indicate the
         predictable results of the ownership of the Shares or the Underlying
         Common Shares or of the overall financial performance of the Company.

(i)      The Subscriber agrees to furnish the Company such other information as
         the Company may reasonably request in order to verify the accuracy of
         the information contained herein and agrees to notify the Company
         immediately of any material change in the information provided herein
         that occurs prior to the Company's acceptance of this Agreement.

(j)      The Subscriber further represents and warrants that the Subscriber is
         an "accredited investor" within the meaning of Rule 501 of Regulation D
         under the Securities Act, and Subscriber has executed the Certificate


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         of Accredited Investor Status, attached hereto as Exhibit B.

(k)      As of the date of this Agreement the Subscriber and its affiliates do
         not have, and during the 30 day period prior to the date of this
         Agreement the Subscriber and its affiliates have not entered into, any
         "put equivalent position" as such term is defined in Rule 16a-1 of
         under the Exchange Act or short sale positions with respect to the
         Preferred Stock of the Company. Until the registration statement
         referred to in Section 4(c) is declared effective, the Subscriber
         hereby agrees not to, and will cause its affiliates not to, enter into
         any such "put equivalent position" or short sale position.

                  The foregoing representations and warranties and undertakings
are made by the Subscriber with the intent that they be relied upon in
determining its suitability as an investor and the Subscriber hereby agrees that
such representations and warranties shall survive its purchase of the Shares.

6. Representations and Warranties of the Company. The Company hereby represents
and warrants to the Subscriber as follows:

(a) The Company is duly incorporated, validly existing and in good standing
under the laws of its state of incorporation, and is duly qualified to do
business as a foreign corporation in all jurisdictions in which the failure to
be so qualified would materially and adversely affect the business or financial
condition, properties or operations of the Company. The Company has all
requisite corporate power and authority (i) to own and lease the properties and
assets it currently owns and leases (if any) and it contemplates owning and
leasing and (ii) to conduct its activities as such activities (if any) are
currently conducted and as currently contemplated to be conducted.

(b) The authorized capital of the Company immediately prior to the Closing will
consist of: (i) 5,000,000 shares of Preferred Stock, of which 1,000 shares are
designated as Series A Preferred Stock, none of which are issued and
outstanding, and of which 20,000 shares are designated as Series B Preferred
Stock, none of which are issued and outstanding, and (ii) 100,000,000 shares of
Common Stock, 40,288,800 of which were issued and outstanding as of January 24,
2003.

(c) The Company has duly authorized the issuance and sale of the Shares in
accordance with the terms of this Agreement (as described herein) by all
requisite corporate action, including the authorization of the Company's Board
of Directors of the issuance and sale of the Shares in accordance herewith, the
authorization and reservation of a number of shares of Common Stock sufficient
to convert all Shares sold in the Offering into shares of Common Stock in
accordance with the terms of the Shares (without giving effect to any future
adjustment in the Conversion Price of the Shares) and the execution, delivery
and performance of any other agreements and instruments executed in connection
herewith. This Agreement constitutes a valid and legally binding obligation of
the Company, enforceable in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors' rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies, and (iii) to the extent the


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indemnification provisions contained herein may be limited by applicable federal
or state securities laws.

(d) The Shares, when issued and paid for in accordance with this Agreement, and
the Underlying Common Shares, when issued upon conversion of the Shares, will
represent validly authorized, duly issued and fully paid and nonassessable
shares of Preferred Stock or Common Stock of the Company, as the case may be,
and the issuance thereof will not conflict with the certificate of incorporation
or bylaws of the Company and will be in full compliance with. all federal and
state securities laws applicable to such issuance and sale.

(e) The execution and delivery of this Agreement, the fulfillment of the terms
set forth herein and the consummation of the transactions contemplated hereby
will not conflict with, or constitute a breach of or default under, any
agreement, indenture or instrument by which the Company is bound or any law,
administrative rule, regulation or decree of any court or any governmental body
or administrative agency applicable to the Company.

(f) As of the date of this Agreement, the Memorandum does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

(g) The documents incorporated by reference in the Memorandum at the time they
were filed with the SEC, complied in all material respects with the requirements
of the Exchange Act, and, when read together and with the other information in
the Memorandum, do not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

(h) Subsequent to the dates as of which information is given in the Memorandum
and the documents incorporated by reference therein, except as described
therein, there has not been any material adverse change with regard to the
assets or properties, results of operations or financial condition of the
Company.

7. Survival; Indemnification. All representations, warranties and covenants
contained in this Agreement and the indemnification contained in this Section 7
shall survive (i) the acceptance of this Agreement by the Company, (ii) changes
in the transactions, documents and instruments described herein which are not
material or which are to the benefit of Subscriber, and (iii) the death or
disability of Subscriber. Subscriber acknowledges the meaning and legal
consequences of the representations, warranties and covenants in Section 5
hereof and that the Company has relied upon such representations, warranties and
covenants in determining Subscriber's qualification and suitability to purchase
the Shares. Subscriber hereby agrees to indemnify, defend and hold harmless the
Company, its officers, directors, employees, agents and controlling persons,
from and against any and all losses, claims, damages, liabilities, expenses
(including attorneys' fees and disbursements), judgments or amounts paid in
settlement of actions arising out of or resulting from the untruth of any
representation of Subscriber herein or the breach of any warranty or covenant
herein by Subscriber. Notwithstanding the foregoing, however, no representation,
warranty, covenant or acknowledgment made herein by Subscriber shall in any


                                       10
<PAGE>

manner be deemed to constitute a waiver of any rights granted to it under the
Securities Act or state securities laws.

8. Notices. All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by registered or certified mail, return receipt requested, postage prepaid:

(a) if to the Company, to the following address:

                  Gasco Energy, Inc.
                  14 Inverness Drive East
                  Building H, Suite 236
                  Englewood, CO 80112
                  Attn: Peggy Herald
                  Telephone: (303) 483-0044

(b) if to Subscriber, to the address set forth on the signature page hereto.

(c) or at such other address as any party shall have specified by notice in
writing to the others.

9. Notification of Changes. Subscriber agrees and covenants to notify the
Company immediately upon the occurrence of any event prior to the consummation
of this Offering that would cause any representation, warranty, covenant or
other statement contained in this Agreement to be false or incorrect or of any
change in any statement made herein occurring prior to the consummation of this
Offering.

10. Assignability. This Agreement is not assignable by the Subscriber, and may
not be modified, waived or terminated except by an instrument in writing signed
by the party against whom enforcement of such modification, waiver or
termination is sought.

11. Binding Effect. Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns, and the
agreements, representations, warranties and acknowledgments contained herein
shall be deemed to be made by and be binding upon such heirs, executors,
administrators, successors, legal representatives and assigns.

12. Obligations Irrevocable. The obligations of the Subscriber shall be
irrevocable, except with the consent of the Company, until the consummation or
termination of the Offering.

13. Entire Agreement. This Agreement constitutes the entire agreement of the
Subscriber and the Company relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written.

14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to the
principles of conflicts of law thereof that would require the application of the
laws of any jurisdiction other than Colorado.

                                       11
<PAGE>

15. Severability. If any provision of this Agreement or the application thereof
to Subscriber or any circumstance shall be held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other subscriptions or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

16. Headings. The headings in this Agreement are inserted for convenience and
identification only and are not intended to describe, interpret, define, or
limit the scope, extent or intent of this Agreement or any provision hereof.

17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which together shall be deemed to be one and the same agreement.

18. Counsel. Subscriber hereby acknowledges that the Company and its counsel,
Vinson & Elkins L.L.P., represent the interests of the Company and not those of
the Subscriber in any agreement (including this Agreement) to which the Company
is a party.



                           [Signature Page to follow]








                                       12
<PAGE>



     IN  WITNESS  WHEREOF,   Subscriber  has  executed  this   Subscription  and
Registration Rights Agreement as of ___________________, 2003.

                       SUBSCRIBER



                       Number of Shares: ____________________
                       Offering Price per Share: $__________________________
                       Subscription Amount:  $______________________________


                       By:  ________________________________________________
                       Name:________________________________________________
                       Title:_______________________________________________
                       Address:  ___________________________________________




     The Company hereby accepts the foregoing  subscription subject to the terms
and conditions hereof as of ______________, 2003.


                                      Gasco Energy, Inc.
                                      a Nevada corporation



                                      By:__________________________________
                                             Mark A. Erikson, President and
                                             Chief Executive Officer


                                       13
<PAGE>



                                                                      Exhibit A

                                HOW TO SUBSCRIBE

         (1) If you are subscribing for the purchase of Shares, please date and
sign the signature page to this Subscription and Registration Rights Agreement
in the applicable spaces. Please signify the amount of Shares you are purchasing
by inserting such amount in the space provided for on the signature page to the
Agreement.

         (2) Complete and sign the accompanying Accredited Investor Certificate.

         (3) Send all completed documents to:

         Gasco Energy, Inc.
         14 Inverness Drive East
         Building H, Suite 236
         Englewood, CO 80112
         Attn: Peggy Herald
         Telephone: (303) 483-0044

         (4) Transmit funds in an amount equal to the number of shares you are
purchasing multiplied by the Offering Price via wire to the following account:

Domestic

         Usbank
         601 2nd Ave. South
         Minneapolis, MN  55402-7020
         ABA 091-000-022
         Piper Jaffray Inc.
         Acct # 1731-0311-4547
For Further Credit To:         Gasco Energy Offering Proceeds
                               3595-9612

Foreign

         Us Bank MNPLS
         Swift USBKUS441MT
         Acct # 1731-0311-4547 Piper Jaffray
For Further Credit To:  Gasco Energy Offering Proceeds
                        3595-9612


ATTENTION SUBSCRIBERS: NO SUBSCRIPTION WILL BE ACCEPTED UNLESS ALL DOCUMENTATION
PRESCRIBED HEREIN IS FULLY COMPLETED AND EXECUTED.  ANY MATERIALS  RECEIVED THAT
ARE INCOMPLETE IN ANY RESPECT WILL BE RETURNED BY THE COMPANY.



                                       14
<PAGE>





                                                                       Exhibit B

                    CERTIFICATE OF ACCREDITED INVESTOR STATUS

         Except as may be indicated by the undersigned below, the undersigned is
an individual "accredited investor," as that term is defined in Regulation D
under the Securities Act of 1933, as amended (the "Securities Act"). The
undersigned has checked the box below indicating the basis on which he is
representing his status as an "accredited investor":

?    a bank as defined in Section  3(a)(2) of the Securities Act, or any savings
     and loan association or other institution as defined in Section  3(a)(5)(A)
     of the  Securities  Act  whether  acting  in its  individual  or  fiduciary
     capacity;  a broker or dealer  registered  pursuant  to  Section  15 of the
     Securities  Exchange  Act of 1934,  as amended  (the  "Securities  Exchange
     Act");  an insurance  company as defined in Section 2(13) of the Securities
     Act; an investment  company  registered under the Investment Company Act of
     1940 or a business  development  company as defined in Section  2(a)(48) of
     that Act; a small business  investment  company  licensed by the U.S. Small
     Business  Administration  under Section 301(c) or (d) of the Small Business
     Investment Act of 1958; a plan  established and maintained by a state,  its
     political subdivisions,  or any agency or instrumentality of a state or its
     political subdivisions, for the benefit of its employees, and such plan has
     total assets in excess of $5,000,000;  an employee  benefit plan within the
     meaning of the Employee  Retirement  Income  Security  Act of 1974,  if the
     investment  decision  is made by a plan  fiduciary,  as  defined in Section
     3(21) of such Act,  which is either a bank,  savings and loan  association,
     insurance company,  or registered  investment  adviser,  or if the employee
     benefit  plan  has  total  assets  in  excess  of   $5,000,000   or,  if  a
     self-directed  plan, with investment  decisions made solely by persons that
     are "accredited investors";

?    a private business  development company as defined in Section 202(a)(22) of
     the Investment Advisers Act of 1940;

?    an  organization  described in Section  501(c)(3)  of the Internal  Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific  purpose of acquiring the  securities  offered,
     with total assets in excess of $5,000,000;

?    a natural person whose  individual  net worth,  or joint net worth with the
     undersigned's spouse, at the time of this purchase exceeds $1,000,000;

?    a natural person who had an individual income in excess of $200,000 in each
     of the two most recent years or joint income with the undersigned's  spouse
     in  excess  of  $300,000  in  each of  those  years  and  has a  reasonable
     expectation of reaching the same income level in the current year;

?    a trust  with  total  assets in excess of  $5,000,000,  not  formed for the
     specific  purpose of acquiring the  securities  offered,  whose purchase is


                                       15
<PAGE>

     directed by a person who has such knowledge and experience in financial and
     business  matters that he is capable of evaluating  the merits and risks of
     the prospective investment; or

?    an entity in which all of the equity holders are "accredited  investors" by
     virtue of their meeting one or more of the above standards.

?    an individual who is a director or executive officer of Gasco Energy, Inc.



     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Accredited Investor Status effective as of __________________, 2003.



                               --------------------------------------------
                               Name of Subscriber

                               By: ________________________
                               Name: ______________________
                               Title: _______________________


                                       16
<PAGE>



                                                                       Exhibit C

                              PLAN OF DISTRIBUTION

         As of the date of this prospectus, we have not been advised by the
selling stockholders as to any plan of distribution. Distributions of the shares
by the selling stockholders, or by their partners, pledgees, donees (including
charitable organizations), transferees or other successors in interest, may from
time to time be offered for sale either directly by such individual, or through
underwriters, dealers or agents or on any exchange on which the shares may from
time to time be traded, in the over-the-counter market, or in independently
negotiated transactions or otherwise. The methods by which the shares may be
sold include:

     -    a block  trade  (which  may  involve  crosses)  in which the broker or
          dealer so engaged will attempt to sell the securities as agent but may
          position and resell a portion of the block as principal to  facilitate
          the transaction;

     -    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its own account pursuant to this prospectus;

     -    exchange distributions and/or secondary distributions;

     -    sales in the over-the-counter market;

     -    underwritten transactions;

     -    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and

     -    privately negotiated transactions.

         Such transactions may be effected by the selling stockholders at market
prices prevailing at the time of sale or at negotiated prices. The selling
stockholders may effect such transactions by selling the Common Stock to
underwriters or to or through broker-dealers, and such underwriters or
broker-dealers may receive compensations in the form of discounts or commissions
from the selling stockholders and may receive commissions from the purchasers of
the Common Stock for whom they may act as agent. The selling stockholders may
agree to indemnify any underwriter, broker-dealer or agent that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. We have agreed to
register the shares for sale under the Securities Act and to indemnify the
selling stockholders and each person who participates as an underwriter in the
offering of the shares against certain civil liabilities, including certain
liabilities under the Securities Act.

         In connection with sales of the Common Stock under this prospectus, the
selling stockholders may enter into hedging transactions with broker-dealers,
who may in turn engage in short sales of the Common Stock in the course of
hedging the positions they assume. The selling stockholders also may sell shares
of Common Stock short and deliver them to close our the short positions, or loan
or pledge the shares of Common Stock to broker-dealers that in turn may sell
them.

         The selling stockholders and any underwriters, dealers or agents that
participate in distribution of the shares may be deemed to be underwriters, and
any profit on sale of the shares by them and any discounts, commissions or
concessions received by any underwriter, dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act.

         There can be no assurances that the selling stockholders will sell any
or all of the shares offered under this prospectus.



                                       17
<PAGE>