EXHIBIT 10.16

                              INVESTMENT AGREEMENT

      INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of March 29, 2004 by and
between  Assure  Energy  Inc,,  Inc.,  an  Alberta,   Canada   corporation  (the
"Company"),  and  Dutchess  Private  Equities  Fund,  L.P.,  a Delaware  limited
partnership (the "Investor").

      Whereas,  the  parties  desire  that,  upon the terms and  subject  to the
conditions  contained  herein,  the  Investor  shall  invest up to Five  Million
Dollars  ($5,000,000)  to  purchase  the  Company's  Common  Stock (the  "Common
Stock");

      Whereas,  such investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule
506 of  Regulation  D, and the rules  and  regulations  promulgated  thereunder,
and/or upon such other exemption from the registration  requirements of the 1933
Act as may be available with respect to any or all of the  investments in Common
Stock to be made hereunder; and

      Whereas,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially  in the form  attached  hereto as Exhibit A (as amended
from time to time, the "Registration  Rights  Agreement")  pursuant to which the
Company has agreed to provide  certain  registration  rights under the 1933 Act,
and the rules and  regulations  promulgated  thereunder,  and  applicable  state
securities laws.

      NOW THEREFORE, in consideration of the foregoing recitals,  which shall be
considered an integral part of this Agreement,  the covenants and agreements set
forth  hereafter,  and other good and  valuable  consideration,  the receipt and
sufficiency of which is 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  specified  or  indicated  below,  and such  meanings  shall be equally
applicable to the singular and plural forms of such defined terms.

      "1933 Act" shall have the meaning set forth in the preamble, above.

      "1934 Act" shall mean the  Securities  Exchange Act of 1934,  as it may be
amended.

      "Affiliate" shall have the meaning specified in Section 5(h), below.

      "Agreement" shall mean this Investment Agreement.

      "Best Bid" shall mean the highest posted bid price of the Common Stock.


                                       1
<PAGE>

      "Buy In" shall have the meaning specified in Section 6, below.

      "Buy In Adjustment Amount" shall have the meaning specified in Section 6.

      "Closing" shall have the meaning specified in Section 2(h).

      "Closing  Date" shall mean seven (7) Trading Days following the Put Notice
Date.

      "Common  Stock"  shall have the meaning set forth in the  preamble to this
Agreement.

      "Control" or "Controls" shall have the meaning specified in Section 5(h).

      "Covering Shares" shall have the meaning specified in Section 6.

      "Effective Date" shall mean the date the SEC declares  effective under the
1933 Act the Registration Statement covering the Securities.

      "Environmental  Laws" shall have the meaning  specified  in Section  4(m),
below.

      "Execution  Date" shall mean the date  indicated  in the  preamble to this
Agreement.

      "Indemnitiees" shall have the meaning specified in Section 11, below.

      "Indemnified  Liabilities" shall have the meaning specified in Section 11,
below.

      "Ineffective  Period" shall mean any period of time that the  Registration
Statement  or  any  Supplemental  Registration  Statement  (as  defined  in  the
Registration  Rights Agreement)  becomes  ineffective or unavailable for use for
the sale or resale, as applicable,  of any or all of the Registrable  Securities
(as  defined in the  Registration  Rights  Agreement)  for any reason (or in the
event the prospectus  under either of the above is not current and  deliverable)
during any time period required under the Registration Rights Agreement.

      "Investor"  shall  have the  meaning  indicated  in the  preamble  of this
Agreement.

      "Major  Transaction"  shall have the meaning  specified  in Section  2(g),
above.

      "Material  Adverse  Effect"  shall have the meaning  specified  in Section
4(a).

      "Maximum  Common  Stock  Issuance"  shall have the  meaning  specified  in
Section 2(i).


                                       2
<PAGE>

      "Open Period" shall mean the period beginning on and including the Trading
Day immediately  following the Effective Date and ending on the earlier to occur
of (i) the date which is thirty six (36) months  from the  Effective  Date;  and
(ii) termination of the Agreement in accordance with Section 9, below.

      "Payment Amount" shall have the meaning specified in Section 2(m), below.

      "Pricing  Period"  shall mean the period  beginning on the Put Notice Date
and ending on and  including  the date that is five (5) Trading  Days after such
Put Notice Date.

      "Principal  Market"  shall mean the American  Stock  Exchange,  Inc.,  the
National  Association  of Securities  Dealers,  Inc.  Over-the-Counter  Bulletin
Board,  the  Nasdaq  National  Market  System  or the  Nasdaq  SmallCap  Market,
whichever is the principal market on which the Common Stock is listed.

      "Prospectus"  shall  mean  the  prospectus,   preliminary  prospectus  and
supplemental prospectus used in connection with the Registration Statement.

      "Purchase  Amount"  shall mean the total amount being paid by the Investor
on a particular Closing Date to purchase the Securities.

      "Purchase  Price" shall mean  ninety-five  percent (95%) of the average of
the three  lowest  closing  Bids price of the Common  Stock  during the  Pricing
Period.

      "Put Amount" shall have the meaning set forth in Section 2(b) hereof.

      "Put  Notice"  shall mean a written  notice  sent to the  Investor  by the
Company  stating  the Put  Amount of Shares the  Company  intends to sell to the
Investor  pursuant to the terms of the Agreement and stating the current  number
of Shares issued and outstanding on such date.

      "Put Notice Date" shall mean the Trading Day immediately following the day
on which the  Investor  receives a Put  Notice,  however a Put  Notice  shall be
deemed delivered on (x) the Trading Day it is received by facsimile or otherwise
by the Investor if such notice is received prior to 9:00 am Eastern Time, or (y)
the  immediately  succeeding  Trading  Day if it is  received  by  facsimile  or
otherwise  after 9:00 am  Eastern  Time on a Trading  Day.  No Put Notice may be
deemed delivered on a day that is not a Trading Day.

      "Put  Restriction"  shall  mean the days  between  the end of the  Pricing
Period and the date on which the  Investor  deems the Put  closed.  During  this
time, the Company shall not be entitled to deliver another Put Notice.

      "Registration  Period"  shall have the meaning  specified in Section 5(c),
below.


                                       3
<PAGE>

      "Registration  Rights  Agreement"  shall have the meaning set forth in the
recitals, above.

      "Registration  Statement" means the registration  statement of the Company
filed under the 1933 Act covering the Common Stock issuable hereunder.

      "Related Party" shall have the meaning specified in Section 5(h).

      "Repurchase Event" shall have the meaning specified in Section 2(m).

      "Resolution" shall have the meaning specified in Section 8(e).

      "SEC" shall mean the U.S. Securities & Exchange Commission.

      "SEC Documents" shall have the meaning specified in Section 4(f).

      "Securities"  shall mean the shares of Common Stock issued pursuant to the
terms of the Agreement.

      "Shares" shall mean the shares of the Company's Common Stock.

      "Sold Shares" shall have the meaning specified in Section 6.

      "Subsidiaries" shall have the meaning specified in Section 4(a).

      "Trading  Day"  shall mean any day on which the  Principal  Market for the
Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

      "Transaction Documents" shall mean this Agreement, the Registration Rights
Agreement,  and each of the other agreements  entered into by the parties hereto
in connection with this Agreement.

Section 2. PURCHASE AND SALE OF COMMON STOCK.

      (a) Purchase and Sale of Common Stock. Subject to the terms and conditions
set forth  herein,  the Company  shall issue and sell to the  Investor,  and the
Investor shall purchase from the Company,  up to that number of Shares having an
aggregate Purchase Price of Five Million Dollars ($5,000,000).

      (b) Delivery of Put Notices.

            (i)  Subject  to  the  terms  and  conditions  of  the   Transaction
      Documents,  and from time to time during the Open Period, the Company may,
      in its sole discretion,  deliver a Put Notice to the Investor which states
      the Put Amount  which the  Company  intends to sell to the  Investor  on a
      Closing  Date.  The Put  Notice  shall be in the form  attached  hereto as
      Exhibit  B and  incorporated  herein by  reference.  The  amount  that the


                                       4
<PAGE>

      Company  shall be entitled to Put to the Investor in any single Put Notice
      (the "Put Amount") shall be equal to, at the Company's  election,  either:
      (a) one hundred  percent  (100%) of the average daily volume (U.S.  market
      only) of the  Common  Stock  for the ten (10)  Trading  Days  prior to the
      applicable  Put Notice  Date,  multiplied  by the average of the three (3)
      daily closing Best Bid prices  immediately  preceding the Put Date, or (b)
      twenty  five  thousand  $25,000;  provided  that in no event  will the Put
      Amount be more than One Million Dollars  ($1,000,000)  with respect to any
      single Put.  During the Open Period,  the Company shall not be entitled to
      submit a Put Notice until after the previous  Closing has been  completed.
      The Purchase Price for the Common Stock identified in the Put Notice shall
      be equal to 95% of the average of the three  lowest  closing Bid prices of
      the Common Stock during the Pricing Period.

            (ii) If any closing bid price during the  applicable  Pricing Period
      with  respect to that Put  Notice is less than 75% of the  lowest  closing
      Best Bid prices of the Common Stock for the fifteen  Trading Days prior to
      the Put Notice Date (the "Minimum Acceptable Price"),  the Put Notice will
      terminate  at the  Company's  request.  In the event that the  closing bid
      price  for  the  applicable  Pricing  Period  is  less  than  the  Minimum
      Acceptable  Price, the Company may elect, by sending written notice to the
      Investor to cancel the Put Notice.

            (iii)  Within seven  calendar  days prior the  commencement  of each
      calendar  quarter  occurring  subsequent to the  commencement  of the Open
      Period,  the  Company  shall  undertake  to  notify  Investor  as  to  its
      reasonable  expectations  as to the Put Amount it intends to raise  during
      such calendar quarter,  if any, through the issuance of Put Notices.  Such
      notification  shall constitute only the Company's good faith estimate with
      respect to such calendar  quarter and shall in no way obligate the Company
      to raise such amount during such calendar  quarter or otherwise  limit its
      ability to deliver Put Notices during such calendar  quarter.  The failure
      by the Company to comply with this provision may be cured by notifying the
      Investor  at any time as to the  Company's  reasonable  expectations  with
      respect to the current calendar quarter.

      (c) Reserved

      (d) Investor's  Obligation to Purchase  Shares.  Subject to the conditions
set forth in this  Agreement,  following  the  Investor's  receipt  of a validly
delivered  Put Notice,  the  Investor  shall be  required  to purchase  from the
Company  during the  related  Pricing  Period  that  number of Shares  having an
aggregate  Purchase Price equal to the lesser of (i) the Put Amount set forth in
the Put Notice, and (ii) 20% of the aggregate trading volume of the Common Stock
during the  applicable  Pricing Period times (x) 95% of the average of the three
lowest  closing bid prices of the  Company's  Common Stock during the  specified
Pricing  Period,  but only if said Shares bear no  restrictive  legend,  are not


                                       5
<PAGE>

subject to stop transfer  instructions,  pursuant to Section 2(h),  prior to the
applicable Closing Date.

      (e) Limitation on Investor's  Obligation to Purchase  Shares.  In no event
shall the Investor  purchase  Shares  (whether  from the Company or in public or
private secondary transactions) other than pursuant to this Agreement until such
date as this Agreement is terminated.

      (f)   Conditions   to   Investor's    Obligation   to   Purchase   Shares.
Notwithstanding  anything to the contrary in this  Agreement,  the Company shall
not be entitled to deliver a Put Notice and the Investor  shall not be obligated
to purchase any Shares at a Closing (as defined in Section  2(h)) unless each of
the following conditions are satisfied:

            (i) a Registration  Statement shall have been declared effective and
      shall remain effective and available for the resale of all the Registrable
      Securities (as defined in the Registration  Rights Agreement) at all times
      until the Closing with respect to the subject Put Notice;

            (ii) at all times  during the period  beginning  on the  related Put
      Notice Date and ending on and  including  the related  Closing  Date,  the
      Common Stock shall have been listed on the Principal  Market and shall not
      have been suspended from trading thereon for a period of five  consecutive
      Trading  Days during the Open  Period or one day during a Pricing  Period,
      and the Company  shall not have been notified of any pending or threatened
      proceeding or other action to de-list or suspend the Common Stock;

            (iii) the Company has complied with its obligations and is otherwise
      not in breach  of a  material  provision  of, or in  default  under,  this
      Agreement,  the  Registration  Rights  Agreement  or any  other  agreement
      executed in  connection  herewith  which has not been  corrected  prior to
      delivery of the Put Notice Date;

            (iv) no  injunction  shall have been issued and remain in force,  or
      action commenced by a governmental  authority which has not been stayed or
      abandoned, prohibiting the purchase or the issuance of the Securities; and

            (v) the issuance of the Securities  will not violate any shareholder
      approval requirements of the Principal Market.

      If any of the events  described  in clauses (i)  through (v) above  occurs
during a Pricing Period,  then the Investor shall have no obligation to purchase
the Put Amount of Common Stock set forth in the applicable Put Notice.


                                       6
<PAGE>

      (g)  Major  Transaction.   For  purposes  of  this  Agreement,   a  "Major
Transaction"  shall be deemed to have  occurred  upon the  closing of any of the
following events: (i) the consolidation, merger or other business combination of
the Company  with or into  another  person  (other than  pursuant to a migratory
merger  effected  solely  for the  purposes  of  changing  the  jurisdiction  of
incorporation of the Company or other than a transaction in which the Company is
the surviving  corporation);  (ii) the sale or transfer of all or  substantially
all of the Company's assets; or (iii) the consummation of a purchase,  tender or
exchange  offer made to, and  accepted  by, the  holders of more than 50% of the
economic  interest  in, or the  combined  voting  power of all classes of voting
stock of, the Company.

      (h)  Mechanics  of  Purchase  of  Shares  by  Investor.   Subject  to  the
satisfaction  of the conditions set forth in Sections 2(f), 7 and 8, the closing
of the purchase by the Investor of Shares (a "Closing")  shall occur on the date
which is no later than seven Trading Days  following the  applicable  Put Notice
Date (each a "Closing Date").  Prior to each Closing Date, (i) the Company shall
deliver  to  the  Investor   pursuant  to  the  this   Agreement,   certificates
representing the Shares to be issued to the Investor on such date and registered
in the name of the Investor;  and (ii) the Investor shall deliver to the Company
the  Purchase  Price to be paid  for such  Shares,  determined  as set  forth in
accordance  with the terms of this  Agreement.  In lieu of  delivering  physical
certificates  representing  the  Securities  and  provided  that  the  Company's
transfer agent then is  participating  in The Depository  Trust Company  ("DTC")
Fast  Automated  Securities  Transfer  ("FAST")  program,  upon  request  of the
Investor, the Company shall use its commercially reasonable efforts to cause its
transfer  agent to  electronically  transmit the  Securities  by  crediting  the
account of the Investor's prime broker (which shall be specified by the Investor
a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal
Agent Commission ("DWAC") system.

      The Company  understands that a delay in the issuance of Securities beyond
the  Closing  Date could  result in  economic  loss to the  Investor.  After the
Effective  Date,  as  compensation  to the Investor  for such loss,  the Company
agrees to pay late  payments to the  Investor  for late  issuance of  Securities
(delivery of Securities  after the applicable  Closing Date) in accordance  with
the  following  schedule  (where  "No. of Days Late" is defined as the number of
days beyond the Closing Date):

         Late Payment For Each
         No. of Days Late                   $10,000 of Common Stock
         ----------------                   ------------------------

                  1                                           $100
                  2                                           $200
                  3                                           $300
                  4                                           $400
                  5                                           $500
                  6                                           $600
                  7                                           $700
                  8                                           $800
                  9                                           $900
                  10                                          $1,000
                  Over 10                   $1,000 + $200 for each
                                            Business Day late beyond 10 days


                                       7
<PAGE>

The Company shall pay any payments  incurred  under this Section in  immediately
available funds upon demand.  Nothing herein shall limit the Investor's right to
pursue  actual  damages  for the  Company's  failure  to issue and  deliver  the
Securities to the Investor,  except to the extent that such late payments  shall
constitute  payment  for and  offset  any such  actual  damages  alleged  by the
Investor, and any Buy In Adjustment Amount.

      (i)  Overall  Limit on Common  Stock  Issuable.  Notwithstanding  anything
contained herein to the contrary,  if during the Open Period the Company becomes
listed on an exchange  that limits the number of shares of Common Stock that may
be issued without  shareholder  approval,  then the number of Shares issuable by
the Company and purchasable by the Investor, shall not exceed that number of the
shares  of Common  Stock  that may be  issuable  without  shareholder  approval,
subject  to   appropriate   adjustment  for  stock  splits,   stock   dividends,
combinations or other similar  recapitalization  affecting the Common Stock (the
"Maximum Common Stock  Issuance"),  unless the issuance of Shares,  in excess of
the Maximum  Common  Stock  Issuance  shall  first be approved by the  Company's
shareholders  in accordance  with applicable law and the By-laws and Amended and
Restated Certificate of Incorporation of the Company, if such issuance of shares
of Common Stock could cause a delisting  on the  Principal  Market.  The parties
understand  and  agree  that  the  Company's  failure  to  seek or  obtain  such
shareholder  approval  shall in no way  adversely  affect the  validity  and due
authorization  of  the  issuance  and  sale  of  Securities  or  the  Investor's
obligation  in  accordance  with the terms and  conditions  hereof to purchase a
number  of Shares in the  aggregate  up to the  Maximum  Common  Stock  Issuance
limitation,  and that such approval  pertains only to the  applicability  of the
Maximum Common Stock Issuance limitation provided in this Section 2(i).

Section 3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

      The Investor represents and warrants to the Company, and covenants, that:

      (a)  Sophisticated  Investor.  The Investor has, by reason of its business
and financial  experience,  such  knowledge,  sophistication  and  experience in
financial and business matters and in making  investment  decisions of this type
that it is capable of (i)  evaluating  the merits and risks of an  investment in
the Securities and making an informed investment  decision;  (ii) protecting its
own  interest;  and (iii) bearing the economic  risk of such  investment  for an
indefinite period of time.


                                       8
<PAGE>

      (b) Authorization;  Enforcement.  This Agreement has been duly and validly
authorized,  executed and delivered on behalf of the Investor and is a valid and
binding agreement of the Investor enforceable against the Investor in accordance
with its terms, subject as to enforceability to general principles of equity and
to applicable bankruptcy,  insolvency,  reorganization,  moratorium, liquidation
and other similar laws relating to, or affecting  generally,  the enforcement of
applicable creditors' rights and remedies.

      (c)  Section 9 of the 1934 Act.  During  the term of this  Agreement,  the
Investor  will comply with the  provisions of Section 9 of the 1934 Act, and the
rules promulgated thereunder,  with respect to transactions involving the Common
Stock. The Investor agrees not to short,  either directly or indirectly  through
its affiliates,  principals or advisors,  the Company's  common stock during the
term of this Agreement.

      (d) Accredited Investor. Investor is an "Accredited Investor" as that term
is defined in Rule 501(a)(3) of Regulation D of the 1933 Act.

      (e)  No  Conflicts.  The  execution,   delivery  and  performance  of  the
Transaction  Documents by the Investor and the  consummation  by the Investor of
the transactions  contemplated hereby and thereby will not result in a violation
of Partnership Agreement or other organizational documents of the Investor.

      (f) Opportunity to Discuss. The Investor has had an opportunity to discuss
the business, management and financial affairs of the Company with the Company's
management to a level of satisfactory conditions for this type of investment.

      (g) Investment Purposes. The Investor is purchasing the Securities for its
own account for investment purposes and not with a view towards distribution and
agrees to resell or otherwise  dispose of the  Securities  solely in  accordance
with the  registration  provisions  of the 1933 Act (or pursuant to an exemption
from such registration provisions).

      (h) No  Registration  as a Broker or Dealer.  The Investor is not and will
not be required to be  registered  as a "broker or "dealer"  under the 1934 Act,
either as a result of its execution and  performance  of its  obligations  under
this Agreement or otherwise.

      (i) Good Standing. The Investor is a Limited Partnership,  duly organized,
validly existing and in good standing in the State of Delaware.

      (j) Tax  Liabilities.  The Investor  understands that it is liable for its
own tax liabilities.

      (k)  Regulation  M. The Investor  will comply with  Regulation M under the
1934 Act, if applicable.


                                       9
<PAGE>

Section 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      Except as disclosed in the Company's SEC Documents, the Company represents
and warrants to the Investor that:

      (a)  Organization  and  Qualification.  The Company is a corporation  duly
organized and validly  existing in good standing  under the laws of the Province
of Alberta,  Canada, and has the requisite  corporate power and authorization to
own its properties and to carry on its business as now being conducted.  Each of
the Company and its  Subsidiaries is duly qualified as a foreign  corporation to
do business and is in good standing in every jurisdiction in which its ownership
of  property  or  the  nature  of  the  business  conducted  by  it  makes  such
qualification  necessary,  except  to  the  extent  that  the  failure  to be so
qualified or be in good standing would not have a Material  Adverse  Effect.  As
used in this Agreement,  "Material  Adverse  Effect" means any material  adverse
effect on the business,  properties,  assets, operations, results of operations,
financial  condition or prospects of the Company and its  Subsidiaries,  if any,
taken  as a  whole,  or on  the  transactions  contemplated  hereby  or  by  the
agreements and instruments to be entered into in connection herewith,  or on the
authority  or  ability  of the  Company to  perform  its  obligations  under the
Transaction Documents (as defined in Section 1 and 4(b), below).

      (b) Authorization; Enforcement; Compliance with Other Instruments.

            (i) The Company has the requisite  corporate  power and authority to
      enter into and perform this Agreement,  the Registration Rights Agreement,
      and each of the other  agreements  entered  into by the parties  hereto in
      connection   with  the   transactions   contemplated   by  this  Agreement
      (collectively,  the "Transaction Documents"),  and to issue the Securities
      in accordance with the terms hereof and thereof.

            (ii) The execution and delivery of the Transaction  Documents by the
      Company and the consummation by it of the transactions contemplated hereby
      and thereby, including without limitation the reservation for issuance and
      the issuance of the Securities pursuant to this Agreement,  have been duly
      and validly  authorized by the Company's Board of Directors and no further
      consent  or  authorization  is  required  by the  Company,  its  Board  of
      Directors, or its shareholders.

            (iii) The Transaction  Documents have been duly and validly executed
      and delivered by the Company.

            (iv) The  Transaction  Documents  constitute  the valid and  binding
      obligations of the Company  enforceable  against the Company in accordance
      with their terms,  except as such enforceability may be limited by general
      principles of equity or applicable bankruptcy, insolvency, reorganization,
      moratorium,   liquidation  or  similar  laws  relating  to,  or  affecting
      generally, the enforcement of creditors' rights and remedies.


                                       10
<PAGE>

      (c) Capitalization.  As of the date hereof, the authorized common stock of
the Company  consists of (i) 100,000,000  shares of Common Stock, of which as of
the date  hereof,  19,687,074  shares are issued  and  outstanding.  All of such
outstanding  shares have been, or upon issuance will be,  validly issued and are
fully paid and  nonassessable.  Except as  disclosed in the  Company's  publicly
available filings with Periodic Filings, or in the Registration Rights Agreement
(i) no shares of the Company's capital stock are subject to preemptive rights or
any other similar rights or any liens or  encumbrances  suffered or permitted by
the Company;  (ii) there are no outstanding debt securities;  (iii) there are no
outstanding  shares  of  capital  stock,  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to issue  additional  shares of capital stock of the Company or any of its
Subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries;  (iv) there are no  agreements  or  arrangements  under  which the
Company or any of its  Subsidiaries  is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration  Rights Agreement);
(v)  there  are  no  outstanding  securities  of  the  Company  or  any  of  its
Subsidiaries which contain any redemption or similar  provisions,  and there are
no contracts,  commitments,  understandings or arrangements by which the Company
or any of its  Subsidiaries  is or may become  bound to redeem a security of the
Company or any of its Subsidiaries;  (vi) there are no securities or instruments
containing  anti-dilution  or similar  provisions  that will be triggered by the
issuance of the  Securities  as described in this  Agreement;  (vii) the Company
does not  have  any  stock  appreciation  rights  or  "phantom  stock"  plans or
agreements or any similar plan or  agreement;  and (viii) there is no dispute as
to the  classification of any shares of the Company's capital stock. The Company
has furnished to the Investor,  or the Investor has had access through EDGAR to,
true and correct  copies of the Company's  Amended and Restated  Certificate  of
Incorporation,   as  in  effect  on  the  date  hereof  (the   "Certificate   of
Incorporation"), and the Company's By-laws, as in effect on the date hereof (the
"By-laws"),  and the terms of all securities convertible into or exercisable for
Common Stock and the material rights of the holders thereof in respect thereto.

      (d)  Issuance of Shares.  The Company has  reserved  1,600,000  Shares for
issuance (subject to adjustment  pursuant to the Company's covenant set forth in
Section 5(f) below) pursuant to this Agreement. Upon issuance in accordance with
this  Agreement,   the  Securities  will  be  validly  issued,  fully  paid  and
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue thereof.  In the event the Company cannot register a sufficient  number of
Shares for issuance  pursuant to this  Agreement,  the Company will use its best
efforts to authorize and reserve for issuance the number of Shares  required for
the  Company  to  perform  its  obligations  hereunder  as  soon  as  reasonably
practicable.


                                       11
<PAGE>

      (e)  No  Conflicts.  The  execution,   delivery  and  performance  of  the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (i) result in a violation
of  the  Certificate  of   Incorporation,   any  Certificate  of   Designations,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or the By-laws;  or (ii) conflict with, or constitute a material default
(or an event which with notice or lapse of time or both would  become a material
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation  of, any material  agreement,  contract,  indenture
mortgage,  indebtedness  or  instrument  to  which  the  Company  or  any of its
Subsidiaries is a party, or result in a violation of any law, rule,  regulation,
order,  judgment or decree (including United States federal and state securities
laws and regulations  and the rules and  regulations of the Principal  Market or
principal  securities  exchange or trading  market on which the Common  Stock is
traded or listed)  applicable  to the Company or any of its  Subsidiaries  or by
which any property or asset of the Company or any of its  Subsidiaries  is bound
or affected.  Except as disclosed in Schedule 4(e),  neither the Company nor its
Subsidiaries  is in  violation  of  any  term  of,  or  in  default  under,  the
Certificate of Incorporation,  any Certificate of Designations,  Preferences and
Rights  of any  outstanding  series of  preferred  stock of the  Company  or the
By-laws  or  their  organizational  charter  or  by-laws,  respectively,  or any
contract, agreement, mortgage,  indebtedness,  indenture,  instrument, judgment,
decree or order or any statute,  rule or regulation applicable to the Company or
its  Subsidiaries,   except  for  possible  conflicts,  defaults,  terminations,
amendments,   accelerations,   cancellations   and  violations  that  would  not
individually or in the aggregate have a Material Adverse Effect. The business of
the  Company  and its  Subsidiaries  is not  being  conducted,  and shall not be
conducted,  in  violation  of  any  law,  statute,  ordinance,  rule,  order  or
regulation   of  any   governmental   authority   or   agency,   regulatory   or
self-regulatory  agency, or court,  except for possible violations the sanctions
for which  either  individually  or in the  aggregate  would not have a Material
Adverse  Effect.  Except as  specifically  contemplated by this Agreement and as
required  under the 1933 Act, the Company is not required to obtain any consent,
authorization,  permit or order of, or make any filing or  registration  (except
the filing of a registration statement) with, any court,  governmental authority
or agency,  regulatory or  self-regulatory  agency or other third party in order
for  it to  execute,  deliver  or  perform  any  of its  obligations  under,  or
contemplated  by, the Transaction  Documents in accordance with the terms hereof
or  thereof.  All  consents,   authorizations,   permits,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have been  obtained or effected on or prior to the date hereof and are
in full force and effect as of the date hereof.  Except as disclosed in Schedule
4(e), the Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.  The Company is not, and will not
be, in  violation  of the listing  requirements  of the  Principal  Market as in
effect on the date hereof and on each of the  Closing  Dates and is not aware of
any facts which would  reasonably  lead to  delisting of the Common Stock by the
Principal Market in the foreseeable future.

      (f) SEC Documents; Financial Statements. Since at least December 31, 2003,
the  Company  has filed all  reports,  schedules,  forms,  statements  and other
documents  required  to be filed by it with the SEC  pursuant  to the  reporting
requirements  of the  1934  Act (all of the  foregoing  filed  prior to the date


                                       12
<PAGE>

hereof and all exhibits included therein and financial  statements and schedules
thereto and  documents  incorporated  by  reference  therein  being  hereinafter
referred to as the "SEC  Documents").  The Company has delivered to the Investor
or its  representatives,  or they have had  access  through  EDGAR to,  true and
complete  copies of the SEC Documents.  As of their  respective  dates,  the SEC
Documents  complied in all material  respects with the  requirements of the 1934
Act and the rules and regulations of the SEC promulgated  thereunder  applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed
with the SEC,  contained  any untrue  statement of a material fact or omitted 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. As of their respective filing dates, the financial statements of
the Company  included in the SEC  Documents  complied as to form in all material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared  in  accordance   with  generally   accepted   accounting   principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated in such financial  statements or the notes thereto, or (ii)
in the case of  unaudited  interim  statements,  to the extent  they may exclude
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results of its  operations  and cash flows for the  periods  then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).  No other  written  information  provided  by or on  behalf of the
Company to the Investor which is not included in the SEC  Documents,  including,
without limitation,  information  referred to in Section 4(d) of this Agreement,
contains any untrue  statement of a material fact or omits to state any material
fact necessary to make the statements  therein, in the light of the circumstance
under which they are or were made, not  misleading.  Neither the Company nor any
of its  Subsidiaries  or any of their officers,  directors,  employees or agents
have provided the Investor with any material,  nonpublic  information  which was
not  publicly  disclosed  prior to the date hereof and any  material,  nonpublic
information  provided to the Investor by the Company or its  Subsidiaries or any
of their  officers,  directors,  employees  or agents  prior to any Closing Date
shall be publicly disclosed by the Company prior to such Closing Date.

      (g) Absence of Certain Changes.  Except as set forth in the SEC Documents,
the Company  does not intend to change the business  operations  of the Company.
The Company has not taken any steps,  and does not currently  expect to take any
steps, to seek protection pursuant to any bankruptcy law nor does the Company or
its  Subsidiaries  have any  knowledge or reason to believe  that its  creditors
intend to initiate involuntary bankruptcy proceedings.

      (h) Absence of Litigation. Except as set forth in the SEC Documents, there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board,  government agency,  self-regulatory  organization or body pending
or,  to the  knowledge  of  the  executive  officers  of  Company  or any of its
Subsidiaries,  threatened against or affecting the Company,  the Common Stock or
any of the  Company's  Subsidiaries  or any of the  Company's  or the  Company's


                                       13
<PAGE>

Subsidiaries'  officers or directors in their  capacities  as such,  in which an
adverse decision could have a Material Adverse Effect.

      (i) Acknowledgment  Regarding  Investor's  Purchase of Shares. The Company
acknowledges  and agrees that the  Investor is acting  solely in the capacity of
arm's  length  purchaser  with  respect  to the  Transaction  Documents  and the
transactions  contemplated hereby and thereby.  The Company further acknowledges
that the  Investor  is not acting as a  financial  advisor or  fiduciary  of the
Company (or in any similar  capacity) with respect to the Transaction  Documents
and the transactions contemplated hereby and thereby and any advice given by the
Investor or any of its respective  representatives  or agents in connection with
the Transaction  Documents and the transactions  contemplated hereby and thereby
is merely incidental to the Investor's  purchase of the Securities.  The Company
further represents to the Investor that the Company's decision to enter into the
Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives.

      (j) No Undisclosed  Events,  Liabilities,  Developments or  Circumstances.
Except  as set  forth in the SEC  Documents,  since  March 1,  2004,  no  event,
liability,  development  or  circumstance  has  occurred  or  exists,  or to the
Company's knowledge is contemplated to occur, with respect to the Company or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company under applicable securities laws on a registration  statement filed with
the SEC  relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced.

      (k) Employee Relations. Neither the Company nor any of its Subsidiaries is
involved in any union labor  dispute nor, to the knowledge of the Company or any
of its Subsidiaries, is any such dispute threatened. Neither the Company nor any
of its  Subsidiaries is a party to a collective  bargaining  agreement,  and the
Company and its  Subsidiaries  believe that relations  with their  employees are
good.  No  executive  officer  (as  defined in Rule  501(f) of the 1933 Act) has
notified the Company that such officer intends to leave the Company's  employ or
otherwise terminate such officer's employment with the Company.

      (l) Intellectual  Property Rights. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all trademarks,  trade names, service
marks,  service mark  registrations,  service  names,  patents,  patent  rights,
copyrights, inventions, licenses, approvals, governmental authorizations,  trade
secrets and rights  necessary  to conduct  their  respective  businesses  as now
conducted.  Except  as set  forth  the  SEC  Documents,  none  of the  Company's
trademarks,  trade names,  service marks,  service mark  registrations,  service
names, patents,  patent rights,  copyrights,  inventions,  licenses,  approvals,
government  authorizations,  trade secrets or other intellectual property rights
necessary  to conduct its  business as now or as proposed to be  conducted  have
expired or terminated,  or are expected to expire or terminate  within two years
from the date of this  Agreement.  The Company and its  Subsidiaries do not have
any  knowledge  of any  infringement  by the  Company  or  its  Subsidiaries  of
trademark,  trade name rights, patents, patent rights,  copyrights,  inventions,


                                       14
<PAGE>

licenses, service names, service marks, service mark registrations, trade secret
or other  similar  rights of others,  or of any such  development  of similar or
identical  trade secrets or technical  information by others and,  except as set
forth on the SEC Documents,  there is no claim,  action or proceeding being made
or brought against, or to the Company's knowledge, being threatened against, the
Company or its Subsidiaries  regarding  trademark,  trade name, patents,  patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark registrations,  trade secret or other infringement; and the Company and its
Subsidiaries are unaware of any facts or circumstances  which might give rise to
any of the foregoing.  The Company and its Subsidiaries have taken  commercially
reasonable  security measures to protect the secrecy,  confidentiality and value
of all of their intellectual properties.

      (m)  Environmental  Laws. The Company and its Subsidiaries (i) are, to the
knowledge  of  management  of the  Company,  in  compliance  with  any  and  all
applicable foreign,  federal,  state and local laws and regulations  relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes,  pollutants or contaminants  ("Environmental  Laws"); (ii)
have,  to the  knowledge of  management  of the  Company,  received all permits,
licenses or other approvals required of them under applicable Environmental Laws
to conduct their  respective  businesses;  and (iii) are in  compliance,  to the
knowledge  of the  Company,  with all terms and  conditions  of any such permit,
license or approval where, in each of the three foregoing  cases, the failure to
so comply  would have,  individually  or in the  aggregate,  a Material  Adverse
Effect.

      (n) Title. The Company and its Subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all personal
property  owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the SEC  Documents or such as do not  materially
affect the value of such  property  and do not  interfere  with the use made and
proposed to be made of such property by the Company or any of its  Subsidiaries.
Any real property and  facilities  held under lease by the Company or any of its
Subsidiaries  are held by them under valid,  subsisting and  enforceable  leases
with such  exceptions as are not material and do not interfere with the use made
and proposed to be made of such  property  and  buildings by the Company and its
Subsidiaries.

      (o)  Insurance.  The Company and each of its  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such  amounts as  management  of the  Company  reasonably  believes to be
prudent  and  customary  in  the   businesses  in  which  the  Company  and  its
Subsidiaries  are engaged.  Neither the Company nor any such Subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any such  Subsidiary has any reason to believe that it will not be able to renew
its existing  insurance  coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not have a Material Adverse Effect.


                                       15
<PAGE>

      (p)  Regulatory  Permits.  The Company and its  Subsidiaries  have in full
force and effect all certificates,  approvals,  authorizations  and permits from
the appropriate  federal,  state,  local or foreign  regulatory  authorities and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties and assets and conduct their respective  businesses,  and
neither  the  Company  nor any  such  Subsidiary  has  received  any  notice  of
proceedings  relating to the revocation or modification of any such certificate,
approval,  authorization  or permit,  except for such  certificates,  approvals,
authorizations  or  permits  which  if not  obtained,  or  such  revocations  or
modifications which, would not have a Material Adverse Effect.

      (q) Internal Accounting Controls. The Company and each of its Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations;  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability;
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization;  and (iv) the recorded  accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

      (r) No Materially Adverse  Contracts,  Etc. Neither the Company nor any of
its   Subsidiaries  is  subject  to  any  charter,   corporate  or  other  legal
restriction,  or any judgment,  decree,  order,  rule or regulation which in the
judgment of the  Company's  officers  has or is expected in the future to have a
Material  Adverse Effect.  Neither the Company nor any of its  Subsidiaries is a
party to any  contract  or  agreement  which in the  judgment  of the  Company's
officers has or is expected to have a Material Adverse Effect.

      (s) Tax Status. The Company and each of its Subsidiaries has made or filed
all United  States  federal and state income and all other tax returns,  reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its  Subsidiaries  has set aside
on its books  provisions  reasonably  adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental  assessments and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods  subsequent to the periods to which such returns,  reports
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

      (t) Certain  Transactions.  Except as set forth in the SEC Documents filed
at least  ten days  prior  to the  date  hereof  and  except  for  arm's  length
transactions pursuant to which the Company makes payments in the ordinary course
of business  upon terms no less  favorable  than the Company  could  obtain from
third  parties and other than the grant of stock  options  disclosed  in the SEC
Documents,  none of the  officers,  directors,  or  employees  of the Company is
presently a party to any transaction with the Company or any of its Subsidiaries


                                       16
<PAGE>

(other than for services as employees,  officers and  directors),  including any
contract,  agreement  or  other  arrangement  providing  for the  furnishing  of
services to or by, providing for rental of real or personal property to or from,
or  otherwise  requiring  payments  to or from  any  officer,  director  or such
employee  or, to the  knowledge of the Company,  any  corporation,  partnership,
trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.

      (u) Dilutive Effect.  The Company  understands and  acknowledges  that the
number of  Shares  issuable  upon  purchases  pursuant  to this  Agreement  will
increase in certain circumstances including, but not necessarily limited to, the
circumstance  wherein the trading price of the Common Stock declines  during the
period between the Effective Date and the end of the Open Period.  The Company's
executive officers and directors have studied and fully understand the nature of
the  transactions  contemplated by this Agreement and recognize that they have a
potential  dilutive effect. The Board of Directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company.  The Company  specifically  acknowledges  that,  subject to such
limitations  as are  expressly  set  forth  in the  Transaction  Documents,  its
obligation  to issue  Shares of Common  Stock upon  purchases  pursuant  to this
Agreement is absolute and  unconditional  regardless of the dilutive effect that
such issuance may have on the ownership  interests of other  shareholders of the
Company.

      (v) No brokers,  finders or financial advisory fees or commissions will be
payable by the Company  with  respect to the  transaction  contemplated  by this
Agreement other than described in Section 12 (m) of this Agreement.

Section 5. COVENANTS OF THE COMPANY

      (a) Best Efforts.  The Company shall use commercially  reasonable  efforts
timely to satisfy  each of the  conditions  to be satisfied by it as provided in
Section 7 of this Agreement.

      (b) Blue Sky.  The  Company  shall,  at its sole cost and  expense,  on or
before  each of the  Closing  Dates,  take  such  action  as the  Company  shall
reasonably  determine  is  necessary  to qualify the  Securities  for, or obtain
exemption for the  Securities  for, sale to the Investor at each of the Closings
pursuant to this  Agreement  under  applicable  securities or "Blue Sky" laws of
such  states  of the  United  States,  as set forth in the  Registration  Rights
Agreement,  and  shall  provide  evidence  of any  such  action  so taken to the
Investor on or prior to the Closing Date.

      (c)  Reporting  Status.  Until the  earlier to occur of (i) the first date
which is after the date this  Agreement is terminated  pursuant to Section 9 and
on which  the  Holders  (as that  term is  defined  in the  Registration  Rights
Agreement) may sell all of the Securities without  restriction  pursuant to Rule
144(k) promulgated under the 1933 Act (or successor thereto);  and (ii) the date
on which  (A) the  Holders  shall  have  sold all the  Securities;  and (B) this
Agreement has been terminated pursuant to Section 9 (the "Registration Period"),


                                       17
<PAGE>

the Company shall file all reports required to be filed with the SEC pursuant to
the 1934 Act,  and the  Company  shall not  terminate  its status as a reporting
company under the 1934 Act.

      (d) Use of Proceeds.  The Company  will use the proceeds  from the sale of
the Shares  (excluding  amounts paid by the Company for fees as set forth in the
Transaction Documents) for general corporate and working capital purposes or for
other purposes deemed fit by the Company's Board of Directors.

      (e) Financial  Information.  The Company  agrees to make  available to the
Investor  via EDGAR or other  electronic  means the  following  to the  Investor
during the  Registration  Period:  (i) within  five (5)  Trading  Days after the
filing  thereof  with the SEC,  a copy of its Annual  Reports on Form  10-KSB or
20-F, its Quarterly Reports on Form 6-K, any Current Reports on Form 6-K and any
Registration  Statements or amendments  filed  pursuant to the 1933 Act; (ii) on
the same day as the  release  thereof,  facsimile  copies of all press  releases
issued by the Company or any of its  Subsidiaries;  (iii)  copies of any notices
and other information made available or given to the shareholders of the Company
generally,  contemporaneously with the making available or giving thereof to the
shareholders;  and (iv)  within  two (2)  calendar  days of filing  or  delivery
thereof, copies of all documents filed with, and all correspondence sent to, the
Principal Market, any securities exchange or market, or the National Association
of Securities  Dealers,  Inc.,  unless such  information  is material  nonpublic
information.

      (f) Reservation of Shares.  Subject to the following sentence, the Company
shall take all action  necessary to at all times have  authorized,  and reserved
for the purpose of issuance,  a  sufficient  number of Shares of Common Stock to
provide for the  issuance  of the  Securities  hereunder.  In the event that the
Company  determines  that it does not have a  sufficient  number  of  authorized
Shares to reserve and keep  available  for issuance as described in this Section
5(f),  the  Company  shall  use its best  efforts  to  increase  the  number  of
authorized Shares by seeking shareholder  approval for the authorization of such
additional shares.

      (g) Listing. The Company shall promptly secure and maintain the listing of
all of the  Registrable  Securities  (as  defined  in  the  Registration  Rights
Agreement) upon the Principal Market and each other national securities exchange
and automated  quotation  system,  if any, upon which shares of Common Stock are
then listed (subject to official  notice of issuance) and shall  maintain,  such
listing of all Registrable Securities from time to time issuable under the terms
of the  Transaction  Documents.  The Company shall  maintain the Common  Stock's
authorization for quotation on the Principal Market. Neither the Company nor any
of its Subsidiaries shall take any action which would be reasonably  expected to
result in the  delisting  or  suspension  of the Common  Stock on the  Principal
Market  (excluding  suspensions  of not more than one trading day resulting from
business  announcements  by the Company).  The Company shall promptly provide to
the  Investor  copies of any  notices  it  receives  from the  Principal  Market
regarding  the  continued  eligibility  of the Common  Stock for listing on such
automated  quotation  system or securities  exchange.  The Company shall pay all


                                       18
<PAGE>

fees and expenses in  connection  with  satisfying  its  obligations  under this
Section 5(g).

      (h) Reserved.

      (i) Filing of Form 8-K. On or before the date which is three  Trading Days
after the Execution  Date,  the Company shall file a Current  Report on Form 8-K
with  the SEC  describing  the  terms  of the  transaction  contemplated  by the
Transaction  Documents  in the form  required by the 1934 Act, if such filing is
required.

      (j)  Corporate  Existence.  The  Company  shall  use its best  efforts  to
preserve and continue the corporate existence of the Company.

      (k) Notice of Certain Events Affecting  Registration;  Suspension of Right
to Make a Put. The Company shall promptly notify Investor upon the occurrence of
any of the following  events in respect of a  Registration  Statement or related
prospectus in respect of an offering of the Securities and shall not deliver any
Put Notice during the continuation of any of the following  events:  (i) receipt
of any request for  additional  information  by the SEC or any other  federal or
state  governmental   authority  during  the  period  of  effectiveness  of  the
Registration  Statement  for  amendments  or  supplements  to  the  Registration
Statement  or  related  prospectus;  (ii) the  issuance  by the SEC or any other
federal  or state  governmental  authority  of any  stop  order  suspending  the
effectiveness of any Registration Statement or the initiation of any proceedings
for  that  purpose;  (iii)  receipt  of any  notification  with  respect  to the
suspension of the  qualification  or exemption from  qualification of any of the
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding  for such  purpose;  (iv) the  happening  of any event that makes any
statement  made in such  Registration  Statement  or related  prospectus  or any
document  incorporated or deemed to be incorporated  therein by reference untrue
in any  material  respect  or that  requires  the  making of any  changes in the
Registration Statement,  related prospectus or documents so that, in the case of
a Registration Statement, it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading, and that in the case of
the related  prospectus,  it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made,  not  misleading;  and (v) the Company's  reasonable
determination  that a  post-effective  amendment to the  Registration  Statement
would be appropriate,  and the Company shall promptly make available to Investor
any such  supplement or amendment to the related  prospectus.  The Company shall
not deliver to Investor  any Put Notice  during the  continuation  of any of the
foregoing events.

      (l) Reimbursement. If (i) Investor becomes involved in any capacity in any
action,  proceeding or investigation  brought by any shareholder of the Company,
in  connection  with or as a  result  of the  consummation  of the  transactions
contemplated  by the Transaction  Documents,  or if Investor is impleaded in any
such action,  proceeding or  investigation by any person (other than as a result
of a breach of the Investor's  representations  and warranties set forth in this


                                       19
<PAGE>

Agreement);  or (ii)  Investor  becomes  involved in any capacity in any action,
proceeding or investigation  brought by the SEC against or involving the Company
or in connection  with or as a result of the  consummation  of the  transactions
contemplated by the Transaction Documents (other than as a result of a breach of
the Investor's  representations and warranties set forth in this Agreement),  or
if Investor is impleaded in any such action,  proceeding or investigation by any
person,  then in any such case,  the Company  will  reimburse  Investor  for its
reasonable legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred. In
addition,  other than with  respect to any matter in which  Investor  is a named
party, the Company will pay to Investor the charges, as reasonably determined by
Investor,  for the time of any  officers or  employees  of  Investor  devoted to
appearing  and preparing to appear as witnesses,  assisting in  preparation  for
hearings,  trials or pretrial  matters,  or otherwise with respect to inquiries,
hearing,  trials,  and other proceedings  relating to the subject matter of this
Agreement. The reimbursement obligations of the Company under this section shall
be in addition to any  liability  which the Company may  otherwise  have,  shall
extend upon the same terms and conditions to any affiliates of Investor that are
actually  named in such  action,  proceeding  or  investigation,  and  partners,
directors, agents, employees, attorneys,  accountants,  auditors and controlling
persons (if any),  as the case may be, of Investor and any such  affiliate,  and
shall be binding upon and inure to the benefit of any successors of the Company,
Investor and any such affiliate and any such person.

Section 6. Cover. If the number of Shares  represented by any Put Notices become
restricted  or are no  longer  freely  trading  for any  reason,  and  after the
applicable Closing Date, the Investor  purchases,  in an open market transaction
or otherwise,  the Company's  Common Stock (the  "Covering  Shares") in order to
make  delivery in  satisfaction  of a sale of Common Stock by the Investor  (the
"Sold  Shares"),  which  delivery  such Investor  anticipated  to make using the
Shares represented by the Put Notice (a "Buy-In"),  the Company shall pay to the
Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment
Amount" is the amount equal to the excess,  if any, of (a) the Investor's  total
purchase price (including brokerage commissions, if any) for the Covering Shares
over (b) the net proceeds (after brokerage commissions,  if any) received by the
Investor  from the sale of the Sold  Shares.  The  Company  shall pay the Buy-In
Adjustment  Amount to the Investor in immediately  available  funds  immediately
upon demand by the Investor. By way of illustration and not in limitation of the
foregoing,  if the Investor purchases Common Stock having a total purchase price
(including  brokerage  commissions) of $11,000 to cover a Buy-In with respect to
the Common  Stock it sold for net  proceeds  of $10,000,  the Buy-In  Adjustment
Amount which the Company will be required to pay to the Investor will be $1,000.

Section 7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.

      The  obligation  hereunder of the Company to issue and sell the Securities
to the  Investor  is further  subject  to the  satisfaction,  at or before  each
Closing  Date,  of each of the  following  conditions  set  forth  below.  These
conditions  are for the Company's  sole benefit and may be waived by the Company
at any time in its sole discretion.


                                       20
<PAGE>

      (a) The  Investor  shall  have  executed  each of this  Agreement  and the
Registration Rights Agreement and delivered the same to the Company.

      (b) The Investor  shall have  delivered to the Company the Purchase  Price
for the Securities being purchased by the Investor at the Closing (after receipt
of confirmation of delivery of such  Securities) by wire transfer of immediately
available funds pursuant to the wire instructions provided by the Company.

      (c) The  representations  and warranties of the Investor shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made at that time (except for  representations and warranties that speak as of a
specific date),  and the Investor shall have  performed,  satisfied and complied
with the  covenants,  agreements  and  conditions  required  by the  Transaction
Documents  to be  performed,  satisfied  or complied  with by the Investor at or
prior to such Closing Date.

      (d) No statute,  rule,  regulation,  executive  order,  decree,  ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation of any of the transactions contemplated by this Agreement.

Section 8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

      The obligation of the Investor hereunder to purchase Securities is subject
to the  satisfaction,  on or before each Closing  Date, of each of the following
conditions set forth below.

      (a) The Company shall have executed each of the Transaction  Documents and
delivered the same to the Investor.

      (b) The Common Stock shall be  authorized  for  quotation on the Principal
Market and  trading in the Common  Stock  shall not have been  suspended  by the
Principal  Market  or the SEC,  at any time  beginning  on the date  hereof  and
through and including the respective Closing Date (excluding  suspensions of not
more than one Trading Day resulting from business  announcements by the Company,
provided that such suspensions occur prior to the Company's  delivery of the Put
Notice related to such Closing).

      (c) The  representations  and  warranties of the Company shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made at that time (except for (i)  representations  and warranties that speak as
of a specific date and (ii) with respect to the representations made in Sections
4(g),  (h) and (j) and the third  sentence of Section 4(k) hereof,  events which
occur on or after the date of this  Agreement  and are  disclosed in SEC filings


                                       21
<PAGE>

made by the Company at least ten Trading Days prior to the applicable Put Notice
Date) and the Company  shall have  performed,  satisfied  and complied  with the
covenants, agreements and conditions required by the Transaction Documents to be
performed,  satisfied or complied  with by the Company on or before such Closing
Date.  The Investor may request an update as of such Closing Date  regarding the
representation contained in Section 4(c) above.

      (d) The Company  shall have  executed  and  delivered  to the Investor the
certificates  representing,  or have executed electronic book-entry transfer of,
the  Securities  (in such  denominations  as such Investor  shall request) being
purchased by the Investor at such Closing.

      (e) The Board of Directors of the Company  shall have adopted  resolutions
consistent with Section 4(b)(ii) above (the  "Resolutions") and such Resolutions
shall not have been amended or rescinded prior to such Closing Date.

      (f) Reserved.

      (g) No statute,  rule,  regulation,  executive  order,  decree,  ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation of any of the transactions contemplated by this Agreement.

      (h) The Registration Statement shall be effective on each Closing Date and
no stop order suspending the  effectiveness of the Registration  statement shall
be in effect or shall be pending or  threatened.  Furthermore,  on each  Closing
Date (i) neither the Company nor Investor  shall have  received  notice that the
SEC  has  issued  or  intends  to  issue  a stop  order  with  respect  to  such
Registration  Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or  intends or has  threatened  to do so (unless  the SEC's  concerns  have been
addressed  and  Investor  is  reasonably  satisfied  that the SEC no  longer  is
considering or intends to take such action), and (ii) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus shall exist.

      (i) At the time of each Closing,  the  Registration  Statement  (including
information or documents  incorporated by reference  therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the  statements  therein  not  misleading  or which  would  require  public
disclosure or an update supplement to the prospectus.

      (j) If applicable, the shareholders of the Company shall have approved the
issuance  of any  Shares in excess  of the  Maximum  Common  Stock  Issuance  in
accordance with Section 2(i).


                                       22
<PAGE>

      (k) The  conditions  to such  Closing set forth in Section 2(f) shall have
been satisfied on or before such Closing Date.

      (l) The Company shall have  certified to the Investor the number of Shares
of Common Stock outstanding when a Put Notice is given to the Investor.

Section 9. TERMINATION. This Agreement shall terminate upon any of the following
events:

      (i) when the Investor has  purchased an aggregate of Five Million  Dollars
($5,000,000)  in the Common  Stock of the Company  pursuant  to this  Agreement;
provided that the Company's representations,  warranties and covenants contained
in  this  Agreement  insofar  as  applicable  to  the  transactions  consummated
hereunder  prior to such  termination,  shall  survive the  termination  of this
Agreement for the period of any applicable statute of limitations;

      (ii) on the date which is thirty-six (36) months after the Effective Date;
or

      (iii) at the sole  discretion of the Company,  upon thirty (30) days prior
written notice by the Company to Investor,  provided that such notice may not be
given  during a Pricing  Period and no Put Notices may be sent by the Company to
Investor following the provision of such notice.

Section  10.  SUSPENSION.  This  Agreement  shall be  suspended  upon any of the
following events, and shall remain suspended until such event is rectified:

      (i) the trading of the Common Stock is suspended by the SEC, the Principal
Market or the NASD for a period of five consecutive Trading Days during the Open
Period;

      (ii)  the  Company   shall  not  have  filed  with  the  SEC  the  initial
Registration  Statement with respect to the resale of the Registrable Securities
in accordance with the terms of the initial Registration Rights Agreement within
60 calendar days of the date hereof or the  Registration  Statement has not been
declared effective within 180 calendar days of the date hereof; or

      (iii)  The  Common  Stock  ceases to be  registered  under the 1934 Act or
listed or traded on the  Principal  Market.  Upon the  occurrence  of one of the
above-described  events,  the Company shall send written notice of such event to
the Investor.

Section 11. INDEMNIFICATION.  In consideration of the parties mutual obligations
set forth in the Transaction  Documents,  each of the parties (in such capacity,
an  "Indemnitor")  shall  defend,  protect,  indemnify and hold harmless the the
other and all of the other party's shareholders, officers, directors, employees,


                                       23
<PAGE>

counsel,  and direct or indirect  investors  and any of the  foregoing  person's
agents or other representatives (including,  without limitation,  those retained
in  connection   with  the   transactions   contemplated   by  this   Agreement)
(collectively,  the "Indemnitees") from and against any and all actions,  causes
of action,  suits,  claims,  losses,  costs,  penalties,  fees,  liabilities and
damages, and expenses in connection therewith  (irrespective of whether any such
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"),  incurred  by any  Indemnitee  as a result  of,  or
arising  out of,  or  relating  to (i) any  misrepresentation  or  breach of any
representation  or warranty  made by the  Indemnitor  or any other  certificate,
instrument or document  contemplated  hereby or thereby;  (ii) any breach of any
covenant, agreement or obligation of the Indemnitor contained in the Transaction
Documents or any other certificate,  instrument or document  contemplated hereby
or thereby;  or (iii) any cause of action, suit or claim brought or made against
such  Indemnitee  by a third  party and  arising  out of or  resulting  from the
execution,  delivery, performance or enforcement of the Transaction Documents or
any other certificate,  instrument or document  contemplated  hereby or thereby,
except insofar as any such  misrepresentation,  breach or any untrue  statement,
alleged untrue statement,  omission or alleged omission is made in reliance upon
and in conformity  with written  information  furnished to  Indemnitor  which is
specifically  intended  for  use in the  preparation  of any  such  Registration
Statement,  preliminary prospectus,  prospectus or amendments to the prospectus.
To  the  extent  that  the  foregoing   undertaking  by  the  Indenitor  may  be
unenforceable for any reason, the Indemnitor shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified  Liabilities which is
permissible  under  applicable law. The indemnity  provisions  contained  herein
shall be in addition  to any cause of action or similar  rights  Indemnitor  may
have, and any liabilities the Indemnitor or the Indemnitees may be subject to.

Section 12. GOVERNING LAW; MISCELLANEOUS.

      (a) Governing Law. This Agreement  shall be governed by and interpreted in
accordance  with the laws of the  Province  of  Alberta  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


                                       24
<PAGE>

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.

      (b) Legal Fees; and  Miscellaneous  Fees. Except as otherwise set forth in
the  Transaction  Documents,  the Company shall pay the fees and expenses of its
advisers,  counsel,  the  accountants  and other experts,  if any, and all other
expenses  incurred  by such  party  incident  to the  negotiation,  preparation,
execution,  delivery and performance of this Agreement.  Any attorneys' fees and
expenses  incurred by either the Company or by the Investor in  connection  with
the preparation,  negotiation,  execution and delivery of any amendments to this
Agreement or relating to the  enforcement of the rights of any party,  after the
occurrence of any breach of the terms of this  Agreement by another party or any
default by another party in respect of the transactions  contemplated hereunder,
shall be paid on  demand  by the  party  which  breached  the  Agreement  and/or
defaulted,  as the case may be. The Company  shall pay all stamp and other taxes
and duties levied in connection with the issuance of any Securities.

      (c)  Counterparts.  This  Agreement  may be  executed  in two  (2) or more
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered to the other  party;  provided  that 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, not
a facsimile signature.

      (d)  Headings;  Singular/Plural.  The headings of this  Agreement  are for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.  Whenever  required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

      (e)  Severability.  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.

      (f) Entire  Agreement;  Amendments.  This  Agreement  supersedes all other
prior oral or written  agreements  between  the  Investor,  the  Company,  their
affiliates  and  persons  acting on their  behalf  with  respect to the  matters
discussed  herein,  and this  Agreement and the  instruments  referenced  herein
(including the other Transaction  Documents) contain the entire understanding of
the parties with respect to the matters  covered herein and therein and,  except
as  specifically  set forth  herein or  therein,  neither  the  Company  nor the
Investor  makes any  representation,  warranty,  covenant  or  undertaking  with
respect to such  matters.  No provision of this  Agreement  may be amended other
than by an instrument in writing signed by the Company and the Investor,  and no
provision  hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought.


                                       25
<PAGE>

      (g) Notices. Any notices or other communications  required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt,  when delivered  personally;  (ii) upon
receipt,  when sent by  facsimile  (provided  confirmation  of  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii)  one (1) 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
                  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 Street, 3rd Floor
                  Boston, MA  02116
                  Telephone:        617-960-3582
                  Facsimile:        617-960-3772

         With Copy to:

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

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


                                       26
<PAGE>

      (h) No Assignment. This Agreement may not be assigned.

      (i) No Third Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit  of the  parties  hereto  and is not for  the  benefit  of,  nor may any
provision hereof be enforced by, any other person.

      (j) Survival.  The  representations  and warranties of the Company and the
Investor  contained in Sections 2 and 3, the  agreements and covenants set forth
in Sections 4 and 5, and the indemnification provisions set forth in Section 11,
shall survive each of the Closings and the termination of this Agreement.

      (k)  Publicity.  The Company and Investor shall consult with each other in
issuing any press releases or otherwise making public statements with respect to
the  transactions  contemplated  hereby and no party  shall issue any such press
release or otherwise  make any such public  statement  without the prior written
consent of the other parties,  which consent shall not be unreasonably  withheld
or delayed, except that no prior consent shall be required if such disclosure is
required by law, in which such case the disclosing party shall provide the other
parties  with  prior  notice  of  such  public  statement.  Notwithstanding  the
foregoing,  the Company shall not publicly disclose the name of Investor without
the prior written  consent of such  Investor,  except to the extent  required by
law.  Investor  acknowledges  that  this  Agreement  and  all  or  part  of  the
Transaction  Documents may be deemed to be "material  contracts" as that term is
defined by Item 601(b)(10) of Regulation S-B, and that the Company may therefore
be  required  to file such  documents  as  exhibits  to reports or  registration
statements  filed under the 1933 Act or the 1934 Act.  Investor  further  agrees
that the status of such documents and materials as material  contracts  shall be
determined solely by the Company, in consultation with its counsel.

      (l) Further  Assurances.  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.

      (m) Placement Agent.  The Company agrees to pay Charleston  Capital Corp.,
("Charleston") a registered broker dealer, $10,000. The $10,000 shall be payable
from 1% (one percent) of the Put Amount on each draw toward the fee.  Charleston
will also act as an  unaffiliated  broker  dealer.  The  Investor  shall have no
obligation  with respect to any fees or with respect to any claims made by or on
behalf of other  persons or  entities  for fees of a type  contemplated  in this
Section that may be due in connection with the transactions  contemplated by the
Transaction  Documents.  The  Company  shall  indemnify  and hold  harmless  the
Investor, their employees,  officers, directors, agents, and partners, and their
respective  affiliates,  from and  against all claims,  losses,  damages,  costs
(including the costs of preparation and attorney's  fees) and expenses  incurred
in respect of any such claimed or existing  fees,  as such fees and expenses are
incurred.


                                       27
<PAGE>

      (n) No Strict  Construction.  The language used in this  Agreement will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

      (o)  Remedies.  The  Investor and each holder of the Shares shall have all
rights and  remedies set forth in this  Agreement  and the  Registration  Rights
Agreement  and all rights and  remedies  which such holders have been granted at
any time under any other  agreement or contract and all of the rights which such
holders have under any law. Any person  having any rights under any provision of
this Agreement  shall be entitled to enforce such rights  specifically  (without
posting a bond or other  security),  to recover damages by reason of any default
or  breach  of any  provision  of this  Agreement,  including  the  recovery  of
reasonable attorneys fees and costs, and to exercise all other rights granted by
law.

      (p) Payment Set Aside.  To the extent that the Company  makes a payment or
payments to the Investor  hereunder or the Registration  Rights Agreement or the
Investor  enforces or exercises  its rights  hereunder or  thereunder,  and such
payment or payments or the proceeds of such  enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside,  recovered from, disgorged by or are required to be refunded,  repaid
or otherwise  restored to the Company,  a trustee,  receiver or any other person
under any law  (including,  without  limitation,  any  bankruptcy  law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or part  thereof  originally  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

      (q) Pricing of Common Stock. For purposes of this Agreement, the bid price
of the Common Stock in this Agreement shall be as reported on Bloomberg.com.


                                      * * *


                                       28
<PAGE>

                                          SIGNATURE PAGE OF INVESTMENT AGREEMENT

      The signature of the  authorized  representative  of the on this Signature
Page  evidences the Company's  agreement to be bound by the terms and conditions
of the Investment Agreement and the Registration Rights Agreement as of the date
first written above.

      The  undersigned   signatory   hereby  certifies  that  he  has  read  and
understands  the  Investment  Agreement,  and  the  representations  made by the
Company in this Investment Agreement are true and accurate, and on behalf of the
Company, agrees to be bound by its terms.



                                      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


                                       29
<PAGE>

                                LIST OF EXHIBITS
                                -----------------


EXHIBIT A         Registration Rights Agreement
EXHIBIT B         Put Notice
EXHIBIT C         Put Settlement Sheet


                                       30
<PAGE>

                                    EXHIBIT A


                                       31
<PAGE>

                                    EXHIBIT B

Date:

RE: Put Notice Number __

Dear Mr. Leighton,

This is to inform you that as of today, Assure Energy, Inc., an Alberta,  Canada
corporation (the "Company"), hereby elects to exercise its right pursuant to the
Investment  Agreement to require Dutchess Private Equities Fund, LP. to purchase
shares of its common stock. The Company hereby certifies that:

The amount of this put is $__________.

The Pricing Period runs from ________ until _______.

The current number of shares issued and outstanding as of the Company are:


------------------------


Regards,



------------------------
Harvey Lalach
President

                                       32
<PAGE>

                                    EXHIBIT C


                              PUT SETTLEMENT SHEET

Date:

Harvey,

Pursuant to the Put given by Assure Energy,  Inc.. to Dutchess  Private Equities
Fund, L.P. on _________________ 200x, we are now submitting the amount of common
shares for you to issue to Dutchess.

Please have a  certificate  baring no  restrictive  legend  totaling  __________
shares issued to Dutchess  Private  Equities Fund, LP  immediately  and send via
DWAC to the following account:

XXXXXX

If not DWAC eligible, please send Fedex Priority Overnight to:

XXXXXX

Once these  shares are received by us, we will break have the funds wired to the
Company.

Regards,


Douglas H. Leighton

                                       33
<PAGE>

                                     Date                           Price

            Date of Day 1                            Closing Bid of Day 1
            Date of Day 2                            Closing Bid of Day 2
            Date of Day 3                            Closing Bid of Day 3
            Date of Day 4                            Closing Bid of Day 4
            Date of Day 5                            Closing Bid of Day 5


            Average of the 3 (three)Lowest  Closing
            Bids in Pricing Period


            Put Amount


            Amount Wired to Company

            Purchase Price (95% (ninety-five percent))

            Amount of Shares Due


The undersigned has completed this Put as of this ___th day of _________, 20xx.

Assure Energy, Inc.

------------------------
Harvey Lalach, Inc.


                                       34