EXHIBIT 10.18

                               Assure Energy, Inc.
                            PLACEMENT AGENT AGREEMENT

Dated as of: March 29, 2004

The  undersigned,  Assure  Energy,  Inc., an Alberta,  Canada  corporation  (the
"COMPANY"),  hereby agrees with US Euro Securities,  Inc. (the "PLACEMENTAGENT")
and Dutchess Private  Equities Fund,  L.P., a Delaware Limited  Partnership (the
"INVESTOR") as follows:

1.    OFFERING.  The Company  hereby  engages the Placement  Agent to act as its
      exclusive  placement  agent in connection  with the  Investment  Agreement
      dated March 29, 2004 (the  "INVESTMENT  AGREEMENT")  pursuant to which the
      Company shall issue and sell to the Investor,  from time to time,  and the
      Investor  shall  purchase  from the Company  (the  "OFFERING")  up to Five
      Million  Dollars   ($5,000,000)   of  the  Company's   Common  Stock  (the
      "COMMITMENT AMOUNT") (the "COMMON STOCK"), at price per share equal to the
      Purchase  Price,  as that term is  defined  in the  Investment  Agreement.
      Pursuant to the terms hereof,  the Placement Agent shall render consulting
      services to the Company with respect to the Investment Agreement and shall
      be  available  for  consultation  in  connection  with the  advances to be
      requested  by the  Company  pursuant  to  the  Investment  Agreement.  All
      capitalized  terms used herein and not otherwise defined herein shall have
      the same  meaning  ascribed to them as in the  Investment  Agreement.  The
      Investor will be granted certain  registration  rights with respect to the
      Common Stock as more fully set forth in a  Registration  Rights  Agreement
      between  the  Company  and  the   Investor   dated  March  29,  2004  (the
      "REGISTRATION  RIGHTS  AGREEMENT").  The  documents  to  be  executed  and
      delivered in connection with the Offering,  including, but not limited, to
      this Agreement,  the Investment  Agreement,  and the  Registration  Rights
      Agreement, and any Prospectus or other disclosure document ( including all
      amendments and  supplements ) utilized in connection with the Offering are
      referred  to  sometimes   hereinafter   collectively   as  the   "OFFERING
      MATERIALS."   The  Company's   Common  Stock  is  sometimes   referred  to
      hereinafter  as  the  "SECURITIES."  The  Placement  Agent  shall  not  be
      obligated to sell any Securities and this Offering by the Placement  Agent
      shall be solely on a "best efforts basis."

2.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

A.    The Placement Agent represents, warrants and covenants as follows:

      (i) The  Placement  Agent  has the  necessary  power  to enter  into  this
      Agreement and to consummate the transactions contemplated hereby.

      (ii) The execution and delivery by the Placement  Agent of this  Agreement
      and the  consummation  of the  transactions  contemplated  herein will not
      result in any  violation  of, or be in  conflict  with,  or  constitute  a
      default under, any agreement or instrument to which the Placement Agent is
      a party or by which the Placement  Agent or its properties  are bound,  or
      any judgment,  decree,  order or, to the Placement Agent's knowledge,  any
      statute,  rule or  regulation  applicable  to the  Placement  Agent.  This
      Agreement  when  executed  and  delivered  by the  Placement  Agent,  will
      constitute  the legal,  valid and  binding  obligations  of the  Placement
      Agent,  enforceable in accordance with their respective  terms,  except to
      the extent that (a) the enforceability hereof or thereof may be limited by
      bankruptcy,  insolvency,  reorganization,  moratorium or similar laws from
      time to time in effect and  affecting  the rights of creditors  generally,
      (b) the enforceability  hereof or thereof is subject to general principles
      of equity, or (c) the indemnification  provisions hereof or thereof may be
      held to be in violation of public policy.

      (iii) Upon receipt and execution of this  Agreement  the  Placement  Agent
      will  promptly  forward  copies of this  Agreement  to the  Company or its
      counsel and the Investor or its counsel.

      (iv) The  Placement  Agent  will not take any  action  that it  reasonably
      believes  would  cause the  Offering  to  violate  the  provisions  of the
      Securities  Act of 1933,  as amended  (the  "1933  ACT"),  the  Securities


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      Exchange  Act  of  1934  (the  "1934  ACT"),   the  respective  rules  and
      regulations  promulgated  there  under (the  "RULES AND  REGULATIONS")  or
      applicable "Blue Sky" laws of any state or jurisdiction.

      (v) The Placement  Agent will use all reasonable  efforts to determine (a)
      whether  the  Investor  is  an  Accredited   Investor  and  (b)  that  any
      information furnished by the Investor is true and accurate.  The Placement
      Agent shall have no obligation to insure that (x) any check,  note,  draft
      or other  means of payment for the Common  Stock will be honored,  paid or
      enforceable  against the  Investor in  accordance  with its terms,  or (y)
      subject to the  performance of the Placement  Agent's  obligations and the
      accuracy  of  the  Placement   Agent's   representations   and  warranties
      hereunder,  (1) the Offering is exempt from the registration  requirements
      of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor
      is an Accredited Investor.

      (vi) The  Placement  Agent  is a member  of the  National  Association  of
      Securities Dealers, Inc., and is a broker-dealer  registered as such under
      the 1934 Act and  under  the  securities  laws of the  states in which the
      Securities  will be  offered  or sold by the  Placement  Agent  unless  an
      exemption for such state registration is available to the Placement Agent.
      The  Placement  Agent  is  in  compliance  with  all  material  rules  and
      regulations  applicable to the Placement Agent generally and applicable to
      the Placement Agent's participation in the Offering.

3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

A.    The  Company  makes to the  Placement  Agent all the  representations  and
      warranties it makes to the Investor in the  Investment  Agreement  and, in
      addition, represents and warrants as follows:

      (i) The execution, delivery and performance of each of this Agreement, the
      Investment  Agreement and the  Registration  Rights  Agreement has been or
      will be duly  and  validly  authorized  by the  Company  and is,  and with
      respect to this Agreement,  the Investment  Agreement and the Registration
      Rights  Agreement  will  each be, a valid  and  binding  agreement  of the
      Company,  enforceable in accordance with its respective  terms,  except to
      the extent that (a) the enforceability hereof or thereof may be limited by
      bankruptcy,  insolvency,  reorganization,  moratorium or similar laws from
      time to time in effect and  affecting  the rights of creditors  generally,
      (b) the enforceability  hereof or thereof is subject to general principles
      of equity or (c) the  indemnification  provisions hereof or thereof may be
      held to be in  violation of public  policy.  The  Securities  to be issued
      pursuant  to the  transactions  contemplated  by  this  Agreement  and the
      Investment  Agreement have been duly  authorized and, when issued and paid
      for in accordance  with (x) this Agreement,  the Investment  Agreement and
      the  certificates/instruments  representing  such Securities,  (y) will be
      valid and binding  obligations  of the Company,  enforceable in accordance
      with  their  respective   terms,   except  to  the  extent  that  (1)  the
      enforceability   thereof  may  be  limited  by   bankruptcy,   insolvency,
      reorganization, moratorium or similar laws from time to time in effect and
      affecting the rights of creditors  generally,  and (2) the  enforceability
      thereof is subject to general  principles of equity.  All corporate action
      required  to be  taken  for the  authorization,  issuance  and sale of the
      Securities has been duly and validly taken by the Company.

      (ii)  The  Company  has  a  duly   authorized,   issued  and   outstanding
      capitalization as set forth herein and in the Investment Agreement. Except
      as otherwise provided in its SEC filings, the Company is not a party to or
      bound by any instrument,  agreement or other arrangement  providing for it
      to issue any capital stock, rights, warrants, options or other securities,
      except  for  this  Agreement,  the  agreements  described  herein  and  as
      described  in the  Investment  Agreement,  dated the date  hereof  and the
      agreements described therein. All issued and outstanding securities of the
      Company,  have been duly  authorized and validly issued and are fully paid
      and  non-assessable;  the holders  thereof have no rights of rescission or
      preemptive  rights  with  respect  thereto and are not subject to personal
      liability  solely by reason of being  security  holders;  and none of such
      securities  were  issued  in  violation  of the  preemptive  rights of any
      holders  of any  security  of the  Company.  As of the  date  hereof,  the
      authorized capital 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;  (ii) 4,977,250  shares of blank check  preferred
      stock;  (iii) 17,500  shares of Series A Preferred  Stock all of which are


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      issued and outstanding;  and (iv) 5,250 shares of Series B Preferred Stock
      all of which are issued and outstanding.

      (iii) The Common Stock to be issued in accordance  with this Agreement and
      the Investment Agreement has been duly authorized and when issued and paid
      for in accordance  with this Agreement,  the Investment  Agreement and the
      certificates/instruments  representing  such Common Stock, will be validly
      issued,  fully-paid and  non-assessable;  the holders  thereof will not be
      subject to personal liability solely by reason of being such holders; such
      Securities are not and will not be subject to the preemptive rights of any
      holder of any security of the Company.

4.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

A.    The Investor  makes to the  Placement  Agent all the  representations  and
      warranties  it makes to the Company in the  Investment  Agreement  and, in
      addition represents, warrants and covenants as follows:

      (i) The Investor has the necessary  power to enter into this Agreement and
      to consummate the transactions contemplated hereby.

      (ii) The execution and delivery by the Investor of this  Agreement and the
      consummation of the  transactions  contemplated  herein will not result in
      any violation of, or be in conflict  with, or constitute a default  under,
      any  agreement or  instrument to which the Investor is a party or by which
      the Investor or its properties are bound, or any judgment,  decree,  order
      or,  to  the  Investor's  knowledge,   any  statute,  rule  or  regulation
      applicable to the Investor.  This Agreement when executed and delivered by
      the Investor,  will constitute the legal, valid and binding obligations of
      the Investor,  enforceable  in  accordance  with their  respective  terms,
      except to the extent that (a) the enforceability  hereof or thereof may be
      limited by bankruptcy, insolvency,  reorganization,  moratorium or similar
      laws from time to time in effect and  affecting  the  rights of  creditors
      generally,  (b) the enforceability hereof or thereof is subject to general
      principles  of equity,  or (c) the  indemnification  provisions  hereof or
      thereof may be held to be in violation of public policy.

      (iii)  the  Investor  is  not,  and  will  not  be,  as a  result  of  the
      transactions  contemplated by the Offering Materials a "dealer" within the
      meaning of the Securities  Exchange Act of 1934 and applicable federal and
      state securities laws and regulations. The Investor covenants that in this
      respect  it is and will  remain in  compliance  with the  requirements  of
      applicable "no action" rulings of the U.S. Securities Exchange Commission.

      (iv)  The  Investor  will  promptly  forward  copies  of any  and  all due
      diligence questionnaires compiled by the Investor to the Placement Agent.

5.    CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

      The Company covenants and agrees at its expense and without any expense to
      the Placement Agent as follows:

A.    To  advise  the  Placement  Agent of any  material  adverse  change in the
      Company's financial condition, prospects or business or of any development
      materially  affecting the Company or rendering  untrue or  misleading  any
      material statement in the Offering Materials occurring at any time as soon
      as the Company is either informed or becomes aware thereof.

B.    To use its  commercially  reasonable  efforts  to cause the  Common  Stock
      issuable in  connection  with the Equity Line of Credit to be qualified or
      registered  for  sale  on  terms  consistent  with  those  stated  in  the
      Registration  Rights  Agreement  and  under  the  securities  laws of such
      jurisdictions  as the Placement  Agent and the Investor  shall  reasonably
      request. Qualification,  registration and exemption charges and fees shall
      be at the sole cost and expense of the Company.


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C.    Upon written  request,  to provide and  continue to provide the  Placement
      Agent and the Investor  copies of all quarterly  financial  statements and
      audited  annual  financial  statements  prepared  by or on  behalf  of the
      Company,  other reports prepared by or on behalf of the Company for public
      disclosure and all documents delivered to the Company's stockholders.

D.    To deliver, during the registration period of the Investment Agreement, to
      the Placement Agent upon the Placement Agent's request,

      (i) within  forty five (45) days,  a statement of its income for each such
      quarterly  period,  and its balance  sheet and a  statement  of changes in
      stockholders'  equity  as of the  end of  such  quarterly  period,  all in
      reasonable  detail,  certified by its  principal  financial or  accounting
      officer;

      (ii)  within  ninety (90) days after the close of each  fiscal  year,  its
      balance  sheet  as of the  close  of such  fiscal  year,  together  with a
      statement of income, a statement of changes in stockholders'  equity and a
      statement of cash flow for such fiscal year, such balance sheet, statement
      of income,  statement of changes in stockholders'  equity and statement of
      cash flow to be in  reasonable  detail  and  accompanied  by a copy of the
      certificate or report thereon of independent auditors if audited financial
      statements are prepared; and

      (iii) a copy of all documents,  reports and  information  furnished to its
      stockholders at the time that such documents,  reports and information are
      furnished to its stockholders.

      (iv) a copy of all  documents,  reports and  information  furnished to the
      Investor  at the time that such  documents,  reports and  information  are
      furnished to the Investor.

E.    To comply with the terms of the Offering Materials.

F.    To ensure that any  transactions  between or among the Company,  or any of
      its officers, directors and affiliates be on terms and conditions that are
      no less favorable to the Company, than the terms and conditions that would
      be available in an "arm's length"  transaction  with an independent  third
      party.

6.    INDEMNIFICATION.

A.    The Company  hereby  agrees that it will  indemnify and hold the Placement
      Agent and each officer, director, shareholder,  employee or representative
      of the Placement Agent and each person controlling, controlled by or under
      common  control with the Placement  Agent within the meaning of Section 15
      of the 1933 Act or  Section  20 of the 1934  Act or the  SEC's  Rules  and
      Regulations   promulgated  there  under  (the  "Rules  and  Regulations"),
      harmless from and against any and all loss, claim, damage, liability, cost
      or  expense  whatsoever  (including,  but  not  limited  to,  any  and all
      reasonable  legal fees and other  expenses and  disbursements  incurred in
      connection  with  investigating,  preparing  to  defend or  defending  any
      action,  suit or  proceeding,  including  any  inquiry  or  investigation,
      commenced  or  threatened,  or any claim  whatsoever  or in  appearing  or
      preparing for  appearance as a witness in any action,  suit or proceeding,
      including  any inquiry,  investigation  or pretrial  proceeding  such as a
      deposition) to which the Placement Agent or such indemnified person of the
      Placement  Agent may become  subject under the 1933 Act, the 1934 Act, the
      Rules and  Regulations,  or any other federal or state law or  regulation,
      common  law or  otherwise,  arising  out of or based  upon (i) any  untrue
      statement or alleged untrue  statement of a material fact contained in (a)
      Section 4 of this  Agreement,  (b) the Offering  Materials  (except  those
      written statements relating to the Placement Agent given by an indemnified
      person for inclusion  therein),  (c) any  application or other document or
      written  communication  executed  by the  Company  or based  upon  written
      information furnished by the Company filed in any jurisdiction in order to
      qualify the Common Stock under the securities  laws thereof,  or any state
      securities  commission  or agency;  (ii) the omission or alleged  omission
      from  documents  described  in clauses (a), (b) or (c) above of a material
      fact  required to be stated  therein or necessary  to make the  statements
      therein  not  misleading;  or  (iii)  the  breach  of any  representation,
      warranty, covenant or agreement made by the Company in this Agreement. The
      Company further agrees that upon demand by an indemnified  person,  at any
      time or from time to time, it will  promptly  reimburse  such  indemnified
      person for any loss, claim,  damage,  liability,  cost or expense actually


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      and reasonably paid by the indemnified  person as to which the Company has
      indemnified  such person pursuant  hereto.  Notwithstanding  the foregoing
      provisions of this Paragraph  6(A), any such payment or  reimbursement  by
      the Company of fees, expenses or disbursements  incurred by an indemnified
      person in any proceeding in which a final judgment by a court of competent
      jurisdiction  (after all appeals or the  expiration  of time to appeal) is
      entered against the Placement Agent or such indemnified  person based upon
      specific  finding of fact as to the  Placement  Agent or such  indemnified
      person's gross  negligence or willful  misfeasance will be promptly repaid
      to the Company.

B.    The  Placement  Agent hereby  agrees that it will  indemnify  and hold the
      Company   and   each   officer,   director,   shareholder,   employee   or
      representative of the Company, and each person controlling,  controlled by
      or under common  control with the Company within the meaning of Section 15
      of the  1933  Act  or  Section  20 of  the  1934  Act  or  the  Rules  and
      Regulations,  harmless from and against any and all loss,  claim,  damage,
      liability, cost or expense whatsoever (including,  but not limited to, any
      and all  reasonable  legal  fees  and  other  expenses  and  disbursements
      incurred  in  connection  with  investigating,   preparing  to  defend  or
      defending  any  action,  suit or  proceeding,  including  any  inquiry  or
      investigation,  commenced or  threatened,  or any claim  whatsoever  or in
      appearing or preparing for appearance as a witness in any action,  suit or
      proceeding,  including any inquiry,  investigation or pretrial  proceeding
      such as a deposition) to which the Company or such  indemnified  person of
      the Company may become subject under the 1933 Act, the 1934 Act, the Rules
      and Regulations,  or any other federal or state law or regulation,  common
      law or  otherwise,  arising  out of or based  upon (i) the  conduct of the
      Placement Agent or its officers,  employees or  representatives in willful
      violation  of any of such laws and  regulations  while acting as Placement
      Agent for the Offering or (ii) the material breach of any  representation,
      warranty,  covenant  or  agreement  made by the  Placement  Agent  in this
      Agreement  (iii)  any  false or  misleading  information  provided  to the
      Company by one of the Placement Agent's indemnified persons.

C.    The Investor  hereby agrees that it will  indemnify and hold the Placement
      Agent and each officer, director, shareholder,  employee or representative
      of the  Placement  Agent,  and each person  controlling,  controlled by or
      under  common  control  with the  Placement  Agent  within the  meaning of
      Section  15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and
      Regulations,  harmless from and against any and all loss,  claim,  damage,
      liability, cost or expense whatsoever (including,  but not limited to, any
      and all  reasonable  legal  fees  and  other  expenses  and  disbursements
      incurred  in  connection  with  investigating,   preparing  to  defend  or
      defending  any  action,  suit or  proceeding,  including  any  inquiry  or
      investigation,  commenced or  threatened,  or any claim  whatsoever  or in
      appearing or preparing for appearance as a witness in any action,  suit or
      proceeding,  including any inquiry,  investigation or pretrial  proceeding
      such as a  deposition)  to which the Placement  Agent or such  indemnified
      person of the Placement  Agent may become  subject under the 1933 Act, the
      1934 Act, the Rules and Regulations,  or any other federal or state law or
      regulation,  common law or otherwise, arising out of or based upon (i) the
      conduct of the Investor or its officers,  employees or  representatives in
      its acting as the Investor for the Offering or (ii) the material breach of
      any representation,  warranty,  covenant or agreement made by the Investor
      in the  Offering  Materials  (iii)  any  false or  misleading  information
      provided to the Placement  Agent by the Investor or one of the  Investor's
      indemnified persons.

D.    The  Placement  Agent hereby  agrees that it will  indemnify  and hold the
      Investor   and  each   officer,   director,   shareholder,   employee   or
      representative of the Investor, and each person controlling, controlled by
      or under common control with the Investor within the meaning of Section 15
      of the  1933  Act  or  Section  20 of  the  1934  Act  or  the  Rules  and
      Regulations,  harmless from and against any and all loss,  claim,  damage,
      liability, cost or expense whatsoever (including,  but not limited to, any
      and all  reasonable  legal  fees  and  other  expenses  and  disbursements
      incurred  in  connection  with  investigating,   preparing  to  defend  or
      defending  any  action,  suit or  proceeding,  including  any  inquiry  or
      investigation,  commenced or  threatened,  or any claim  whatsoever  or in
      appearing or preparing for appearance as a witness in any action,  suit or
      proceeding,  including any inquiry,  investigation or pretrial  proceeding
      such as a deposition) to which the Investor or such indemnified  person of
      the  Investor  may become  subject  under the 1933 Act,  the 1934 Act, the
      Rules and  Regulations,  or any other federal or state law or  regulation,
      common law or  otherwise,  arising out of or based upon (i) the conduct of
      the  Placement  Agent or its  officers,  employees or  representatives  in
      willful  violation of any of such laws and regulations while acting as the
      Placement  Agent  for the  Offering  or (ii) the  material  breach  of any


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      representation,  warranty,  covenant or  agreement  made by the  Placement
      Agent in this Agreement (iii) any false or misleading information provided
      to the Investor by one of the Placement Agent's indemnified persons.

E.    Promptly after receipt by an indemnified  party of notice of  commencement
      of any action  covered by Section  6(A),  (B), (C) or (D), the party to be
      indemnified shall,  within five (5) business days, notify the indemnifying
      party of the  commencement  thereof;  the omission by one (1)  indemnified
      party  to  so  notify  the  indemnifying   party  shall  not  relieve  the
      indemnifying  party of its  obligation to indemnify any other  indemnified
      party that has given such notice and shall not  relieve  the  indemnifying
      party of any liability outside of this  indemnification  if not materially
      prejudiced  thereby.  In the event that any action is brought  against the
      indemnified  party, the indemnifying party will be entitled to participate
      therein  and,  to the  extent it may  desire,  to assume and  control  the
      defense  thereof with counsel chosen by it which is reasonably  acceptable
      to the indemnified party. After notice from the indemnifying party to such
      indemnified  party of its election to so assume the defense  thereof,  the
      indemnifying party will not be liable to such indemnified party under such
      Section  6(A),   (B),  (C),  or  (D)  for  any  legal  or  other  expenses
      subsequently  incurred by such  indemnified  party in connection  with the
      defense  thereof,  but the  indemnified  party  may,  at its own  expense,
      participate  in such defense by counsel  chosen by it,  without,  however,
      impairing the indemnifying party's control of the defense.  Subject to the
      proviso of this sentence and  notwithstanding  any other  statement to the
      contrary contained herein, the indemnified party or parties shall have the
      right to choose its or their own  counsel  and  control the defense of any
      action,  all  at the  expense  of  the  indemnifying  party  if,  (i)  the
      employment  of such counsel  shall have been  authorized in writing by the
      indemnifying  party in  connection  with the defense of such action at the
      expense of the indemnifying  party, or (ii) the  indemnifying  party shall
      not have employed  counsel  reasonably  satisfactory  to such  indemnified
      party to have  charge of the defense of such  action  within a  reasonable
      time after notice of commencement of the action, or (iii) such indemnified
      party or  parties  shall  have  reasonably  concluded  that  there  may be
      defenses available to it or them which are different from or additional to
      those available to one or all of the  indemnifying  parties (in which case
      the indemnifying parties shall not have the right to direct the defense of
      such  action on behalf of the  indemnified  party or  parties),  in any of
      which events such fees and  expenses of one  additional  counsel  shall be
      borne by the indemnifying party; provided,  however, that the indemnifying
      party  shall  not,  in  connection  with any one  action or  separate  but
      substantially  similar or related actions in the same jurisdiction arising
      out of the same general  allegations  or  circumstance,  be liable for the
      reasonable  fees and expenses of more than one separate  firm of attorneys
      at any time for all such indemnified  parties. No settlement of any action
      or  proceeding  against an  indemnified  party  shall be made  without the
      consent of the indemnifying party.

F.    In order to provide for just and equitable  contribution in  circumstances
      in  which  the  indemnification  provided  for  in  Section  6 is  due  in
      accordance  with its  terms  but is for any  reason  held by a court to be
      unavailable  on  grounds  of  policy or  otherwise,  the  Company  and the
      Placement Agent and the Investor shall contribute to the aggregate losses,
      claims,  damages  and  liabilities  (including  legal  or  other  expenses
      reasonably  incurred in connection  with the  investigation  or defense of
      same) which the other may incur in such  proportion  so that the  Company,
      the Placement Agent and the Investor shall be responsible for such percent
      of the aggregate of such losses,  claims, damages and liabilities as shall
      equal  the  percentage  of the  gross  proceeds  paid to  each  of  them.;
      provided,  however, that no person guilty of fraudulent  misrepresentation
      within the  meaning of Section  11(f) of the 1933 Act shall be entitled to
      contribution  from  any  person  who was  not  guilty  of such  fraudulent
      misrepresentation.   For  purposes  of  this  Section  6(F),   any  person
      controlling,  controlled  by or under common  control  with the  Placement
      Agent, or any partner, director, officer, employee,  representative or any
      agent of any thereof,  shall have the same rights to  contribution  as the
      Placement Agent and each person controlling, controlled by or under common
      control with the Company  within the meaning of Section 15 of the 1933 Act
      or Section 20 of the 1934 Act and each  officer  of the  Company  and each
      director of the Company shall have the same rights to  contribution as the
      Company and each person controlling, controlled by or under common control
      with the  Investor  within  the  meaning  of Section 15 of the 1933 Act or
      Section 20 of the 1934 Act and each member of the  general  partner of the
      Investor shall have the same rights to  contribution  as the Company.  Any
      party entitled to contribution  will,  promptly after receipt of notice of
      commencement  of any  action,  suit or  proceeding  against  such party in
      respect of which a claim for  contribution  may be made  against the other
      party under this Section  6(F),  notify such party from whom  contribution
      may be sought,  but the omission to so notify such party shall not relieve
      the party from whom  contribution  may be sought from any obligation  they


                                       6
<PAGE>

      may have hereunder or otherwise if the party from whom contribution may be
      sought  is  not   materially   prejudiced   thereby.   The  indemnity  and
      contribution agreements contained in this Section 6 shall remain operative
      and in full force and effect regardless of any investigation made by or on
      behalf of any indemnified person or any termination of this Agreement.

7.    FEES.  Subject to the limitations  referenced  herein,  the Company hereby
      agrees to pay the Placement  Agent 1% of the gross  proceeds from each Put
      (the "Placement Agent Fees").  Notwithstanding the foregoing,  the maximum
      aggregate  amount of  Placement  Agent Fees  payable by the Company to the
      Placement Agent pursuant to this Agreement shall be $10,000.

8.    PAYMENT OF EXPENSES. The Company hereby agrees to bear all of the expenses
      in  connection  with  the  Offering,  including,  but not  limited  to the
      following:  filing  fees,  printing  and  duplicating  costs,  postage and
      mailing expenses with respect to the  transmission of Offering  Materials,
      registrar  and transfer  agent fees and  expenses,  fees of the  Company's
      counsel and  accountants,  issue and transfer  taxes,  if any. The Company
      agrees to bear all the reasonable  expenses of the Placement  Agent, in an
      aggregate  amount not to exceed  $2,500 in performing  its services  under
      this  Agreement  including  but not  limited to the fees and  expenses  of
      counsel.

9.    CONDITIONS  OF CLOSING.  The  Closing  shall be held at the offices of the
      Investor or its counsel.  The obligations of the Placement Agent hereunder
      shall be subject to the  continuing  accuracy of the  representations  and
      warranties of the Company  herein as of the date hereof and as of the Date
      of Closing (the  "Closing  Date") with respect to the Company as if it had
      been made on and as of such  Closing  Date;  the accuracy on and as of the
      Closing  Date  of the  statements  of the  officers  of the  Company  made
      pursuant to the provisions  hereof;  and the performance by the Company on
      and as of the Closing Date of its covenants and obligations  hereunder and
      to the following further conditions:

A.    Upon the effectiveness of a registration  statement in accordance with the
      Investment  Agreement,  the Placement  Agent shall receive the opinions of
      Counsel to the Company and of the Investor,  dated as of the date thereof,
      which opinions shall be in form and substance  reasonably  satisfactory to
      the Investor, the Company, their counsel and the Placement Agent.

B.    At or prior to the Closing,  the Placement Agent shall have been furnished
      such documents, certificates and opinions as it may reasonably require for
      the purpose of enabling  them to review or pass upon the matters  referred
      to in this Agreement and the Offering  Materials,  or in order to evidence
      the accuracy,  completeness or satisfaction of any of the representations,
      warranties or conditions herein contained.

C.    At and prior to the Closing, (i) there shall have been no material adverse
      change nor development  involving a prospective change in the condition or
      prospects  or the business  activities,  financial  or  otherwise,  of the
      Company from the latest  dates as of which such  condition is set forth in
      the Offering Materials; (ii) there shall have been no transaction,  not in
      the ordinary  course of business except the  transactions  pursuant to the
      Investment  Agreement  entered  into by the  Company  which  has not  been
      disclosed in the Offering  Materials or to the Placement Agent in writing;
      (iii) except as set forth in the Offering Materials, the Company shall not
      be in  default  under any  provision  of any  instrument  relating  to any
      outstanding  indebtedness  for  which a waiver or  extension  has not been
      otherwise  received;  (iv) except as set forth in the Offering  Materials,
      the Company shall not have issued any  securities  (other than those to be
      issued as  provided  in the  Offering  Materials)  or declared or paid any
      dividend or made any  distribution  of its capital  stock of any class and
      there  shall not have been any change in the  indebtedness  (long or short
      term)  or  liabilities  or  obligations  of  the  Company  (contingent  or
      otherwise) and trade payable debt; (v) no material amount of the assets of
      the Company shall have been pledged or  mortgaged,  except as indicated in
      the Offering Materials;  and (v) no action, suit or proceeding,  at law or
      in equity,  against  the Company or  affecting  any of its  properties  or
      businesses  shall be  pending  or  threatened  before  or by any  court or
      federal  or  state  commission,  board  or  other  administrative  agency,
      domestic or foreign,  wherein an unfavorable  decision,  ruling or finding
      could materially  adversely affect the businesses,  prospects or financial
      condition  or income of the  Company,  except as set forth in the Offering
      Materials.


                                       7
<PAGE>

D.    At Closing, the Placement Agent shall receive a certificate of the Company
      signed by an executive  officer and chief financial  officer,  dated as of
      the  applicable  Closing,  to the effect that the  conditions set forth in
      subparagraph  (C) above have been satisfied and that, as of the applicable
      closing,  the  representations  and  warranties  of the  Company set forth
      herein are true and correct.

10.   TERMINATION.  This Agreement shall be co-terminus with, and terminate upon
      the same  terms and  conditions  as those set  forth  in,  the  Investment
      Agreement.  The rights of the Investor and the  obligations of the Company
      under the Registration  Rights Agreement,  and the rights of the Placement
      Agent and the  obligations of the Company shall survive the termination of
      this Agreement  unabridged  for a period of twenty-four  (24) months after
      the Closing Date.

11.   MISCELLANEOUS.  A.  This  Agreement  may  be  executed  in any  number  of
      counterparts,  each of which  shall be deemed to be an  original,  but all
      which  shall be deemed to be one and the same  instrument.  B. Any  notice
      required or permitted to be given  hereunder shall be given in writing and
      shall be deemed  effective  when  deposited  in the  United  States  mail,
      postage prepaid,  or when received if personally  delivered or faxed (upon
      confirmation  of receipt  received by the  sending  party),  addressed  as
      follows:

If to Placement Agent, to:

       US Euro Securities, Inc.
       27 Whitehall Street, 5th Floor
       New York, New York 10004
       Telephone:     (212) 785-2815
       Facsimile:     (212) 785-3175


       If to the Company, to:


       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 St.
       Boston, MA  02116
       Telephone:     (617) 960-3582
       Facsimile:     (617) 960-3772


                                       8
<PAGE>

      or to such other address of which written notice is given to the others.

C.    This  Agreement  shall be governed by and construed in all respects  under
      the laws of the Province of Alberta,  without reference to its conflict of
      laws rules or  principles.  Any suit,  action,  proceeding  or  litigation
      arising  out of or  relating  to  this  Agreement  shall  be  brought  and
      prosecuted in such federal or provincial  court or courts  located  within
      the Province of Alberta as provided by law. The parties hereby irrevocably
      and  unconditionally  consent  to the  jurisdiction  of each such court or
      courts located within the Province of Alberta and to service of process by
      registered or certified mail,  return receipt  requested,  or by any other
      manner   provided  by   applicable   law,  and  hereby   irrevocably   and
      unconditionally waive any right to claim that any suit, action, proceeding
      or litigation so commenced has been commenced in an inconvenient forum.

D.    This  Agreement and the other  agreements  referenced  herein  contain the
      entire understanding between the parties hereto and may not be modified or
      amended  except  by a  writing  duly  signed  by the  party  against  whom
      enforcement of the modification or amendment is sought.

E.    If any  provision  of  this  Agreement  shall  be held  to be  invalid  or
      unenforceable,  such invalidity or  unenforceability  shall not affect any
      other provision of this Agreement.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       9
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first written above.

COMPANY:



By: /s/ Harvey Lalach
   ------------------------
Name:  Harvey Lalach
Title: President

PLACEMENT AGENT:


By: /s/ Anthony Dudzinski
   ------------------------
Name: Anthony Dudzinski
Title:


INVESTOR:

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


By: /s/ Douglas H. Leighton
   ------------------------
Name: Douglas H. Leighton
Title: A Managing Member


                                       10