EXHIBIT 10.17

                          REGISTRATION RIGHTS AGREEMENT

      Registration  Rights  Agreement (the  "Agreement"),  dated as of March 29,
2004, by and between Assure Energy, Inc., a corporation organized under the laws
of Alberta,  Canada,  with its principal  executive office at 521-3rd Avenue SW,
Suite 1250,  Calgary,  Alberta,  Canada 2TP 3T3 (the  "Company"),  and  Dutchess
Private Equities Fund,  L.P., a Delaware limited  partnership with its principal
office at 312 Stuart Street, Boston, MA 02116 (the "Investor").  (a) Whereas, in
connection  with the  Investment  Agreement  by and  between the Company and the
Investor of even date herewith  (the  "Investment  Agreement"),  the Company has
agreed to issue and sell to the  Investor an  indeterminate  number of shares of
the Company's Common Stock (the "Common Stock"), to be purchased pursuant to the
terms and subject to the conditions set forth in the Investment Agreement; and

      Whereas,  to induce the  Investor to execute  and  deliver the  Investment
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.

      (b) Now  therefore,  in  consideration  of the foregoing  premises and the
mutual   covenants   contained   hereinafter   and  other   good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Investor hereby agree as follows:

Section 1. DEFINITIONS.

      As used in this  Agreement,  the following  terms shall have the following
meanings:

      "Execution Date" means the date first written above.

      "Investor"  means Dutchess Private Equities Fund, L.P., a Delaware limited
partnership.

      "Person" means a corporation, a limited liability company, an association,
a partnership,  an organization,  a business,  an individual,  a governmental or
political subdivision thereof or a governmental agency.

      "Potential Material Event" means any of the following:  (i) the possession
by the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in the good faith  determination  of the Board of Directors  of the Company,  be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  Registration  Statement  would be  materially
misleading absent the inclusion of such information.

      "Principal  Market"  shall  mean The  American  Stock  Exchange,  National
Association of Securities Dealer's,  Inc.  Over-the-Counter  electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal market on which the Common Stock is listed.

      "Register,"  "Registered,"  and  "Registration"  refer  to a  registration
effected  by  preparing  and  filing  one or  more  Registration  Statements  in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule providing for offering  securities on a continuous  basis ("Rule
415"),  and the declaration or ordering of  effectiveness  of such  Registration
Statement(s)  by the United  States  Securities  and  Exchange  Commission  (the
"SEC").


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      "Registrable  Securities"  means (i) the shares of Common  Stock issued or
issuable pursuant to the Investment  Agreement,  (ii) the shares of Common Stock
to be offered and sold by certain shareholders and warrantholders of the Company
as set forth in  Schedule  1  attached  hereto,  and (iii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a result of any stock  split,  stock  dividend,  recapitalization,  exchange  or
similar event or otherwise,  which have not been (x) included in a  Registration
Statement  that  has  been  declared  effective  by the  SEC or (y)  sold  under
circumstances  meeting  all of the  applicable  conditions  of Rule  144 (or any
similar provision then in force) under the 1933 Act.

      "Registration  Statement"  means a  registration  statement of the Company
filed under the 1933 Act covering the Registrable Securities.

      All  capitalized  terms used in this  Agreement and not otherwise  defined
herein  shall  have  the  same  meaning  ascribed  to them as in the  Investment
Agreement.

Section 2. REGISTRATION.

      (a) On or before the execution of this  Agreement,  the Company shall have
provided  a  draft  of  the  Registration  Statement  covering  the  Registrable
Securities to the Investor.  The Company shall, as soon as practicable,  but not
later than five business days  following the filing of its Annual Report on Form
10KSB for the year ended  December  31,  2003,  file with the SEC (the  "Initial
Filing  Date")  a  Registration  Statement  or  Registration  Statements  (as is
necessary)  on Form  S-1 (or on such  other  form  as is  available  for  such a
registration),  covering the resale of all of the Registrable Securities,  which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under the 1933 Act, such  Registration  Statement  also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon stock splits,  stock dividends or similar  transactions.  The Company shall
initially  register for resale  1,600,000 shares of Common Stock pursuant to the
Investment Agreement except to the extent that the SEC requires the share amount
to be reduced as a condition of effectiveness..

      (b) The  Company  shall use  commercially  reasonable  efforts to have the
Registration  Statement(s) declared effective by the SEC within 90 calendar days
after the Initial Filing Date.

Section 3. RELATED OBLIGATIONS.

      At  such  time  as  the  Company  is  obligated  to  prepare  and  file  a
Registration  Statement  with the SEC pursuant to Section 2(a), the Company will
effect the  registration  of the  Registrable  Securities in accordance with the
intended method of disposition  thereof and, with respect  thereto,  the Company
shall have the following obligations:


      (a) The Company shall use  commercially  reasonable  efforts to cause such
Registration   Statement  relating  to  the  Registrable  Securities  to  become
effective  within 90 days  after the  Initial  Filing  Date and shall  keep such
Registration  Statement  effective until the earlier to occur of (i) the date as
of  which  the  Investor  may  sell all of the  Registrable  Securities  without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto);  or (ii) the date on which (A) the  Investor  shall  have sold all the
Registrable  Securities;  and (B) the  Investor  has no  right  to  acquire  any
additional   shares  of  Common  Stock  under  the  Investment   Agreement  (the
"Registration  Period"). The Registration Statement (including any amendments or
supplements  thereto and prospectuses  contained  therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein,  or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading. The Company shall use its
best efforts to cause the  Registration  Statement  relating to the  Registrable
Securities  to become  effective no later than three  business days after notice
from the SEC that the  Registration  Statement  may be declared  effective.  The
Investor  agrees to  provide  all  information  which it is  required  by law to


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provide to the Company,  including  the intended  method of  disposition  of the
Registrable  Securities,  and the Company's obligations set forth above shall be
conditioned on the receipt of such information.

      (b) The  Company  shall  prepare  and file  with  the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities of the Company  covered by such  Registration  Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the  Investor
thereof as set forth in such Registration  Statement. In the event the number of
shares of Common Stock covered by a  Registration  Statement  filed  pursuant to
this  Agreement  is at any time  insufficient  to cover  all of the  Registrable
Securities,  the Company shall amend such Registration  Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but in any  event  within 30  calendar  days  after the  necessity
therefor  arises (based on the then Purchase Price of the Common Stock and other
relevant factors on which the Company  reasonably elects to rely),  assuming the
Company  has  sufficient  authorized  shares at that  time,  and if it does not,
within 30 calendar days after such shares are authorized.  The Company shall use
commercially  reasonable efforts to cause such amendment and/or new Registration
Statement  to become  effective  as soon as  practicable  following  the  filing
thereof.

      (c) The Company  shall make  available to the Investor  whose  Registrable
Securities  are included in any  Registration  Statement  and its legal  counsel
without charge (i) promptly after the same is prepared and filed with the SEC at
least one copy of such  Registration  Statement  and any  amendment(s)  thereto,
including financial statements and schedules, all documents incorporated therein
by reference  and all exhibits,  the  prospectus  included in such  Registration
Statement  (including  each  preliminary  prospectus)  and, with regards to such
Registration Statement(s),  any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives; (ii) upon the effectiveness of
any  Registration  Statement,  the Company  shall make  available  copies of the
prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements  thereto;  and (iii) such other  documents,  including copies of any
preliminary or final  prospectus,  as the Investor may  reasonably  request from
time  to  time  in  order  to  facilitate  the  disposition  of the  Registrable
Securities.

      (d) The Company shall use commercially  reasonable efforts to (i) register
and qualify the Registrable Securities covered by a Registration Statement under
the  securities  or "blue  sky"  laws of such  states  in the  United  States as
Investor reasonably requests; (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period;  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), or (y) subject itself to general taxation in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Registrable  Securities of the receipt by the Company of any  notification  with
respect to the suspension of the  registration  or  qualification  of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in the  United  States  or its  receipt  of  actual  notice of the
initiation or threatening of any proceeding for such purpose.

      (e) As promptly as practicable  after  becoming  aware of such event,  the
Company shall notify each Investor in writing of the happening of any event as a
result of which the prospectus included in a Registration  Statement, as then in
effect,  includes an untrue  statement of a material fact or omission to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading  ("Registration  Default")  and use all diligent  efforts to promptly
prepare a supplement  or amendment to such  Registration  Statement and take any
other  necessary  steps  to  cure  the  Registration  Default,  (which,  if such
Registration  Statement is on Form S-3, may consist of a document to be filed by


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the Company with the SEC pursuant to Section  13(a),  13(c),  14 or 15(d) of the
1934  Act  (as  defined  below)  and  to be  incorporated  by  reference  in the
prospectus)  to correct such untrue  statement or omission,  and make  available
copies of such supplement or amendment to each Investor.  The Company shall also
promptly notify each Investor (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement or
any  post-effective  amendment  has become  effective  (the Company will prepare
notification of such  effectiveness  which shall be delivered to the Investor on
the same day of such  effectiveness  and by overnight mail),  additionally,  the
Company will promptly provide to the Investor a copy of the effectiveness  order
prepared by the SEC once it is received by the  Company;  (ii) of any request by
the SEC for amendments or  supplements  to a  Registration  Statement or related
prospectus  or  related   information,   (iii)  of  the   Company's   reasonable
determination that a post-effective  amendment to a Registration Statement would
be  appropriate,  (iv) in the  event  the  Registration  Statement  is no longer
effective,  or (v)  if  Registration  Statement  is  stale  as a  result  of the
Company's  failure to timely  file its  financials  or  otherwise.  The  Company
acknowledges  that its  failure  to cure the  Registration  Default  within  ten
business  days will cause the Investor to suffer  damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include a provision for liquidated damages. The parties acknowledge and agree
that the liquidated  damages provision set forth in this section  represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of such  liquidated  damages  are  reasonable  and  will  not
constitute a penalty.  It is the intention of the parties that interest  payable
under any of the terms of this  Agreement  shall not exceed the  maximum  amount
permitted  under any  applicable  law. If a law, which applies to this Agreement
which sets the  maximum  interest  amount,  is finally  interpreted  so that the
interest in connection with this Agreement exceeds the permitted  limits,  then:
(1) any such  interest  shall be reduced by the amount  necessary  to reduce the
interest to the  permitted  limit;  and (2) any sums already  collected (if any)
from the  Company  which  exceed the  permitted  limits  will be refunded to the
Company. The Investor may choose to make this refund by reducing the amount that
the  Company  owes under  this  Agreement  or by making a direct  payment to the
Company. If a refund reduces the amount that the Company owes the Investor,  the
reduction  will be treated as a partial  payment.  In case any provision of this
Agreement is held by a court of competent  jurisdiction to be excessive in scope
or otherwise invalid or  unenforceable,  such provision shall be adjusted rather
than  voided,  if  possible,  so that it is  enforceable  to the maximum  extent
possible,  and the validity and  enforceability  of the remaining  provisions of
this Agreement will not in any way be affected or impaired thereby.

      (f) The Company shall use commercially  reasonable  efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities  for sale in any  jurisdiction  and, if such an order or
suspension  is issued,  to obtain the  withdrawal of such order or suspension at
the earliest  possible  moment and to notify the Investor who holds  Registrable
Securities  being sold of the issuance of such order and the resolution  thereof
or its receipt of actual notice of the  initiation  or threat of any  proceeding
for such purpose.

      (g)  The  Company  shall  permit  the  Investor  and  one  legal  counsel,
designated by the Investor, to review and comment upon a Registration  Statement
and all amendments and  supplements  thereto at least two business days prior to
their  filing  with the SEC,  and not file any  document in a form to which such
counsel  reasonably  objects.  The Company shall not submit to the SEC a request
for acceleration of the  effectiveness of a Registration  Statement or file with
the SEC a Registration  Statement or any amendment or supplement thereto without
the prior approval of such counsel,  which  approval  shall not be  unreasonably
withheld.

      (h) The Company  shall cause to be furnished  to Investor,  on the date of
the  effectiveness  of a  Registration  Statement  or as soon  thereafter  as is
practicable, written notification of effectiveness.

      (i) The Company shall make  available  for  inspection by (i) the Investor
and (ii) one legal counsel and one firm of accountants or other agents  retained


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by the Investor  (collectively,  the "Inspectors"),  all pertinent financial and
other records,  and pertinent  corporate documents and properties of the Company
(collectively,  the "Records"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that  each  Inspector  shall  hold in strict  confidence  and shall not make any
disclosure  (except to a  Investor)  or use of any  Record or other  information
which the  Company  determines  in good faith to be  confidential,  and of which
determination the Inspectors are so notified,  unless (a) the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in any
Registration  Statement  or is  otherwise  required  under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government body of competent  jurisdiction,  or (c) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the Inspector has knowledge.  Each Investor agrees that it shall,  upon learning
that disclosure of such Records is sought in or by a court or governmental  body
of competent  jurisdiction  or through  other means,  give prompt  notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
to prevent  disclosure  of, or to obtain a  protective  order for,  the  Records
deemed confidential.

      (j) The Company  shall hold in confidence  and not make any  disclosure of
information  concerning a Investor provided to the Company unless (i) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or omission in any  Registration  Statement,  (iii) the release of
such   information   is  ordered   pursuant  to  a  subpoena  or  other   final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  a  Investor  is  sought  in  or  by  a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

      (k) The  Company  shall use  commercially  reasonable  efforts to maintain
designation  and  quotation  of all the  Registrable  Securities  covered by any
Registration  Statement on the Principal Market.  If, despite the Company's best
efforts,  the Company is unsuccessful in satisfying the preceding  sentence,  it
shall  use  commercially   reasonable  efforts  to  cause  all  the  Registrable
Securities  covered  by any  Registration  Statement  to be listed on each other
national  securities  exchange and automated  quotation system, if any, on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such  Registrable  Securities is then permitted under the
rules of such exchange or system. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(k).

      (l) The Company shall cooperate with the Investor to facilitate the prompt
preparation  and delivery of certificates  (not bearing any restrictive  legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such  certificates to be in such  denominations or amounts,
as the case may be, as the Investor may reasonably request.

      (m) The Company  shall  provide a transfer  agent for all the  Registrable
Securities not later than the effective date of the first Registration Statement
filed pursuant hereto.

      (n) If  requested  by the  Investor,  the  Company  shall  (i) as  soon as
reasonably  practical  incorporate in a prospectus  supplement or post-effective
amendment  such  information  as such Investor  reasonably  determine  should be
included   therein   relating  to  the  sale  and  distribution  of  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
offering of the  Registrable  Securities to be sold in such offering;  (ii) make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  reasonably  possible  after  being  notified  of the  matters  to be
incorporated  in such prospectus  supplement or  post-effective  amendment;  and
(iii) supplement or make amendments to any Registration  Statement if reasonably
requested by such Investor.

      (o) The Company  shall use  commercially  reasonable  efforts to cause the
Registrable  Securities covered by the applicable  Registration  Statement to be


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registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such   Registrable
Securities.

      (p) The Company shall  otherwise use  commercially  reasonable  efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

      (q)  Within  one  business  day after  the  Registration  Statement  which
includes  Registrable  Securities is declared  effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared
effective by the SEC.

      (r) Reserved

      (s) The  Company  shall take all other  reasonable  actions  necessary  to
expedite and facilitate  disposition  by the Investor of Registrable  Securities
pursuant to a Registration Statement.

Section 4. OBLIGATIONS OF THE INVESTOR.

      (a) At least five calendar days prior to the first anticipated filing date
of a Registration  Statement the Company shall notify the Investor in writing of
the  information  the Company  requires from each such Investor if such Investor
elects to have any of such Investor's  Registrable  Securities  included in such
Registration  Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities of a particular Investor that such Investor shall
furnish  in  writing to the  Company  such  information  regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall reasonably be required to effect the
registration of such Registrable  Securities and shall execute such documents in
connection with such  registration as the Company may reasonably  request.  Each
Investor  covenants and agrees that, in connection  with any sale of Registrable
Securities by it pursuant to a Registration  Statement, it shall comply with the
"Plan of  Distribution"  section  of the  current  prospectus  relating  to such
Registration Statement.

      (b)  The  Investor,  by  such  Investor's  acceptance  of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from such Registration Statement.

      (c) The  Investor  agrees that,  upon  receipt of written  notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
the  first  sentence  of  3(e),  such  Investor  will  immediately   discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of the  supplemented or amended  prospectus  contemplated by Section 3(f) or the
first sentence of 3(e).

Section 5. EXPENSES OF REGISTRATION.

      All expenses,  other than underwriting discounts and commissions and other
than as set forth in the  Investment  Agreement,  incurred  in  connection  with
registrations including comments, filings or qualifications pursuant to Sections
2  and  3,  including,   without  limitation,  all  registration,   listing  and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel for the Company or for the Investor shall be paid by the Company.


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Section 6. INDEMNIFICATION.

      In the event any  Registrable  Securities  are included in a  Registration
Statement under this Agreement:

      (a) To the fullest  extent  permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor  who  holds  such
Registrable Securities, the directors,  officers, partners,  employees, counsel,
agents,  representatives of, and each Person, if any, who controls, any Investor
within the meaning of the 1933 Act or the  Securities  Exchange Act of 1934,  as
amended (the "1934 Act") (each,  an "Indemnified  Person"),  against any losses,
claims,  damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
attorneys'  fees,  amounts  paid in  settlement  or  expenses,  joint or several
(collectively,  "Claims"), incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an indemnified party is or may be a party thereto  ("Indemnified  Damages"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material  fact  in a  Registration  Statement  or any  post-effective  amendment
thereto  or in any  filing  made in  connection  with the  qualification  of the
offering  under the  securities  or other  "blue  sky" laws of any  jurisdiction
listed in Schedule 3(d) ("Blue Sky Filing"), or the omission or alleged omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein,  in light of the  circumstances  under which the statements
therein were made, not misleading,  (ii) any untrue  statement or alleged untrue
statement of a material fact  contained in the final  prospectus  (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the statements therein were made, not misleading,  or
(iii) any  violation  or alleged  violation  by the Company of the 1933 Act, the
1934 Act, any other law,  including,  without  limitation,  any state securities
law, or any rule or regulation  thereunder  relating to the offer or sale of the
Registrable  Securities pursuant to a Registration Statement (the matters in the
foregoing clauses (i) through (iii) being, collectively,  "Violations"). Subject
to the  restrictions  set forth in  Section  6(c) with  respect to the number of
legal  counsel,   the  Company  shall  reimburse  the  Investor  and  each  such
controlling  person,  promptly as such  expenses  are  incurred  and are due and
payable,  for any reasonable legal fees or other reasonable expenses incurred by
them  in   connection   with   investigating   or  defending   any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim arising
out of or  based  upon  a  Violation  which  is  due  to  the  inclusion  in the
Registration  Statement  of the  information  furnished  to the  Company  by any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (ii)
shall not be available to the extent such Claim is based on (a) a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by
the  Company or (b) the  Indemnified  Person's  use of an  incorrect  prospectus
despite being  promptly  advised in advance by the Company in writing not to use
such incorrect  prospectus;  (iii) any claims based on the manner of sale of the
Registrable  Securities by the Investor or of the Investor's failure to register
as a dealer under applicable  securities laws; (iv) any omission of the Investor
to  notify  the  Company  of any  material  fact  that  should  be stated in the
Registration  Statement or prospectus  relating to the Investor or the manner of
sale; and (v) any amounts paid in settlement of any Claim if such  settlement is
effected  without the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  Such  indemnity  shall remain in full force and
effect regardless of any  investigation  made by or on behalf of the Indemnified
Person  and shall  survive  the  resale  of the  Registrable  Securities  by the
Investor pursuant to the Registration Statement.

      (b) In connection with any  Registration  Statement in which a Investor is
participating,  each such Investor  agrees to severally  and jointly  indemnify,
hold  harmless  and defend,  to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors,  each of its officers
who signs the  Registration  Statement,  each  Person,  if any, who controls the
Company  within the  meaning  of the 1933 Act or the 1934 Act and the  Company's
agents  (collectively  and together with an Indemnified  Person, an "Indemnified
Party"),  against  any  Claim or  Indemnified  Damages  to which any of them may
become subject,  under the 1933 Act, the 1934 Act or otherwise,  insofar as such
Claim or Indemnified  Damages arise out of or are based upon any  Violation,  in


                                       7
<PAGE>

each case to the extent,  and only to the extent,  that such Violation is due to
the inclusion in the Registration Statement of the written information furnished
to the  Company  by such  Investor  expressly  for use in  connection  with such
Registration  Statement;  and,  subject  to Section  6(c),  such  Investor  will
reimburse any legal or other expenses  reasonably incurred by them in connection
with  investigating  or defending any such Claim;  provided,  however,  that the
indemnity  agreement  contained  in this  Section  6(b) and the  agreement  with
respect to  contribution  contained in Section 7 shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of such  Investor,  which  consent  shall not be  unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the net  proceeds  to such  Investor  as a  result  of the  sale of
Registrable Securities pursuant to such Registration  Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of such  Indemnified  Party  and  shall  survive  the  resale of the
Registrable  Securities by the Investor pursuant to the Registration  Statement.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained  in this  Section  6(b)  with  respect  to any  preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the  preliminary  prospectus
were  corrected  on a  timely  basis  in the  prospectus,  as  then  amended  or
supplemented.  This  indemnification  provision  shall apply  separately to each
Investor and liability hereunder shall not be joint and several.

      (c) Promptly after receipt by an Indemnified  Person or Indemnified  Party
under this Section 6 of notice of the  commencement  of any action or proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion  of  counsel  retained  by the  Indemnified  Person  or
Indemnified  Party, the  representation by counsel of the Indemnified  Person or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding. The indemnifying party shall pay for only one separate legal counsel
for the Indemnified Persons or the Indemnified Parties, as applicable,  and such
counsel  shall be selected by the  Investor,  if the  Investor  are  entitled to
indemnification  hereunder,  or the  Company,  if the  Company  is  entitled  to
indemnification  hereunder, as applicable.  The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying  party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the  Indemnified  Party or  Indemnified  Person which  relates to such action or
Claim.  The indemnifying  party shall keep the Indemnified  Party or Indemnified
Person  fully  appraised  at all times as to the  status of the  defense  or any
settlement  negotiations  with respect thereto.  No indemnifying  party shall be
liable for any settlement of any action,  claim or proceeding  effected  without
its written consent,  provided,  however,  that the indemnifying party shall not
unreasonably  withhold,  delay or condition its consent.  No indemnifying  party
shall,  without  the consent of the  Indemnified  Party or  Indemnified  Person,
consent  to  entry  of any  judgment  or  enter  into  any  settlement  or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified  Party or Indemnified  Person of a
release from all liability in respect to such Claim.  Following  indemnification
as provided for  hereunder,  the  indemnifying  party shall be surrogated to all
rights of the Indemnified Party or Indemnified  Person with respect to all third
parties,  firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the  indemnifying  party
within a  reasonable  time of the  commencement  of any such  action  shall  not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying party is prejudiced in its ability to defend such action.

      (d) The indemnity  agreements contained herein shall be in addition to (i)
any cause of action or similar  right of the  Indemnified  Party or  Indemnified
Person against the  indemnifying  party or others,  and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


                                       8
<PAGE>

Section 7. CONTRIBUTION.

      To the extent any  indemnification  by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6; (ii) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of fraudulent misrepresentation;  and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

Section 8. REPORTS UNDER THE 1934 ACT.

      With a view to making  available  to the Investor the benefits of Rule 144
promulgated  under the 1933 Act or any other  similar rule or  regulation of the
SEC that may at any time permit the Investor to sell  securities  of the Company
to the public without registration ("Rule 144"), the Company agrees to:

      (a)  make and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

      (b) file with the SEC in a timely  manner all reports and other  documents
required  of the  Company  under  the  1933  Act and the 1934 Act so long as the
Company remains subject to such  requirements  (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  5(c)  of  the
Investment  Agreement)  and the filing of such  reports and other  documents  is
required for the applicable provisions of Rule 144; and

      (c)  furnish  to  the  Investor,  promptly  upon  request,  (i) a  written
statement by the Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual
or quarterly report of the Company and such other reports and documents so filed
by the Company,  and (iii) such other information as may be reasonably requested
to permit the  Investor  to sell such  securities  pursuant  to Rule 144 without
registration.

Section 9. NO ASSIGNMENT OF REGISTRATION RIGHTS.

      The rights under this Agreement shall not be assignable.

Section 10. AMENDMENT OF REGISTRATION RIGHTS.

      Provisions of this Agreement may be amended only with the written  consent
of the Company and Investor.  No such amendment shall be effective to the extent
that it applies to less than all of the Investor of the Registrable Securities.


                                       9
<PAGE>

Section 11.  MISCELLANEOUS.

      (a) Any notices or other communications  required or permitted to be given
under the terms of this Agreement that must be in writing will be deemed to have
been delivered (i) upon receipt, when delivered  personally;  (ii) upon receipt,
when sent by facsimile  (provided a confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one
day after deposit with a nationally  recognized  overnight delivery service,  in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

         If to the Company:

                  Assure Energy, Inc.
                  521-3rd Avenue SW
                  Suite 1250, Calgary,
                  Alberta, Canada 2TP 3T3
                  Attention:  Harvey Lalach
                  Telephone:       403 266-4975
                  Facsimile:       403-262-9519


         With Copy to:


                  Gottbetter & Partners, LLP
                  488 Madison Avenue, 12th Fl.
                  New York, NY 10022
                  Attention:  Scott Rapfogel
                  Telephone:       212-400-6900
                  Facsimile:       212-400-6901


         If to the Investor:

                  Dutchess Private Equities Fund, LP
                  312 Stuart St, Third Floor
                  Boston, MA 02116
                  Telephone:       617-960-3570
                  Facsimile:       617-960-3772

         With Copy to:


                  Amy Trombly
                  80 Dorcar Road
                  Newton, MA 02459
                  Telephone:       617-243-0850
                  Facsimile:       309-406-1426



                                       10
<PAGE>

      Each party shall  provide  five  business  days prior  notice to the other
party of any change in address, phone number or facsimile number.

      (b)  Failure  of any party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

      (c) The laws of the Province of Alberta  shall  govern all issues  arising
from or related to this  Agreement  without regard to the principles of conflict
of laws. Each party hereby irrevocably submits to the exclusive  jurisdiction of
the provincial  and federal  courts sitting in the City of Calgary,  Province of
Alberta for the adjudication of any dispute hereunder or in connection  herewith
or with any  transaction  contemplated  hereby or discussed  herein,  and hereby
irrevocably  waives, and agrees not to assert in any suit, action or proceeding,
any claim  that it is not  personally  subject to the  jurisdiction  of any such
court, that such suit, action or proceeding is brought in an inconvenient  forum
or that the venue of such suit,  action or  proceeding  is improper.  Each party
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees
that such service shall  constitute  good and sufficient  service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner  permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall not affect the  validity  or  enforceability  of the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

      (d) This  Agreement and the  Transaction  Documents  constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions,  promises, warranties or undertakings, other
than those set forth or referred to herein and therein.

      (e) This  Agreement  and the  Transaction  Documents  supersede  all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

      (f) The headings in this  Agreement are for  convenience of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the  context  of this  Agreement,  the  singular  shall  include  the plural and
masculine  shall include the feminine.  This Agreement shall not be construed as
if it had been prepared by one of the parties,  but rather as if all the parties
had prepared the same.

      (g) This Agreement may be executed in two or more identical  counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

      (h) Each party shall do and  perform,  or cause to be done and  performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

                                      * * *


                                       11
<PAGE>

                 SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


      Agreed as of the date first written above.

                                      DUTCHESS PRIVATE EQUITIES FUND, L.P.
                                         BY ITS GENERAL PARTNER,
                                         DUTCHESS CAPITAL MANAGEMENT, LLC



                                         By: /s/ Douglas H. Leighton
                                            ------------------------------------
                                            Douglas H. Leighton, Managing Member

ASSURE ENERGY, INC.


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


                                       12
<PAGE>

                                   SCHEDULE 1

        LIST OF SHARES TO BE REGISTERED ON BEHALF OF SELLING STOCKHODLERS

o     1,435,000 shares issued to six persons in December 2003;

o     1,435,000 shares underlying outstanding Class C Warrants issued to the six
      persons in the December 2003 offering;

o     1,435,000 shares  underlying  outstanding Class D Warrants issuable to the
      six persons in the December 2003 offering upon their exercise of the Class
      C Warrants;

o     1,827,900 shares underlying outstanding Class A Warrants;

o     3,600,000 shares underlying outstanding Class B Warrants;

o     234,000  shares owned by Thomas  Christen in connection  with his December
      2003 exercise of a like number of Class A Warrants;

o     450,000 shares underlying our March 15, 2003 Warrant;

o     90,000 shares underlying the warrant we issued to TGR Group, Inc. in April
      2003;

o     1,750,000  shares  issuable  upon  conversion  of  outstanding   Series  A
      Preferred Stock (1)

o     450,000 shares issuable upon conversion of outstanding  Series B Preferred
      Stock (1)

(1)   Estimated

                                       13