Exhibit 10.2

    


    FIRST
      AMENDMENT TO

    EMPLOYMENT
      AGREEMENT

    


    THIS
      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is made and
      entered into as of this 14th
      day of
      March, 2007, by and between Rancher Energy Corp., a Nevada corporation (the
      “Company”),
      and
      John Works (the “Employee”).

     

    A.  The
      Company and the Employee entered into an Employment Agreement, dated June 1,
      2006 (the “Employment
      Agreement”).

     

    B.  The
      Company and the Employee desire to amend the Employment Agreement to increase
      the Employee’s annual base salary as described in Section 3.01 of the Employment
      Agreement.

     

    C.  Section
      10.01 of the Employment Agreement provides that an instrument signed by the
      Company and the Employee is necessary to amend the Employment
      Agreement.

     

    NOW,
      THEREFORE, the Company and the Employee hereby agree:

     

    1.  Section
      3.01 of the Employment Agreement is hereby amended by inserting the following
      two sentences after the second sentence of Section 3.01:

     

    “Notwithstanding
      the foregoing two sentences, beginning on March 1, 2007, Employee’s Fee shall be
      Eighteen Thousand, Seven Hundred Fifty Dollars ($18,750) per month, payable
      in
      accordance with the Company’s normal payroll practices. During the Term,
      additional increases may be made to the Fee as determined in the discretion
      of
      the Company’s Board of Directors.”

     

    2.  Except
      as
      modified by this First Amendment, all terms of the Employment Agreement shall
      remain in full force and effect without modification. 

     

    3.  This
      First Amendment may be executed in any number of counterparts, each of which
      when so executed and delivered will be deemed an original, and all of which
      together shall constitute one and the same agreement. A facsimile signature
      shall be considered due execution and shall be binding upon the signatory
      thereto with the same force and effect as if the signature were an original
      and
      not a facsimile signature.

     

    4.  Capitalized
      terms not otherwise defined herein have the respective meanings ascribed to
      them
      in the Employment Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this First Amendment effective as
      of
      the day first above written.

     

    
      	
              COMPANY

            	
              EMPLOYEE

            
	 	 	 
	
              RANCHER
                ENERGY CORP.

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              By: /s/
                Daniel P.
                Foley                       
                 

            	
              By:

            	/s/ John
              Works                                    
              
	Name:  Daniel
              P. Foley	 	Name: John
              Works
	
              Title:    Chief
                Financial Officer

            	
            	
              
                Title:  
                  President & Chief Executive

              

            
	 	
            	
                         
                Officer

            


    

     

     

     

    
      
        
        

      

      
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