EXHIBIT 4.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of December 1, 2002.

th


AND:




RECITALS:

|A. | Lloyd Herrick is currently a director of the
      Corporation and is employed as Vice President and Chief Operating Officer
      until December 2, 2002. Mr. Herrick has agreed to continue his appointment
      as the Vice President and Chief Operating Officer of the Corporation; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                              
|B. | The Board of Directors of TransGlobe
        (Board) has approved that appointment on the terms set out
        below:                                                                                                                                                                     

AGREEMENTS:

For good and valuable consideration, the receipt and sufficiency
  of which each party acknowledges, the parties agree as follows:

|1   | APPOINTMENT                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                      
|1.1 | Beginning on December 3, 2002, TransGlobe
        will continue to employ Lloyd Herrick as Chief Operating Officer and Vice
        President.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                      
|1.2 | The appointment will continue until
        December 31, 2007 unless extended or sooner terminated as provided in
        this agreement.                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                      
|2   | RESPONSIBILITIES                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                      
|2.1 | Herrick will diligently and faithfully
        devote all of his working time and attention exclusively to the business
        of TransGlobe and to the performance of his duties and responsibilities
        to the utmost of his ability, and will at all times use his best efforts
        to promote the interests of TransGlobe.             
|    |                                                                                                                                                                                                                                                                                                                                                      
|2.2 | Without first obtaining written permission
        from TransGlobe, Herrick will not enter into the service of, be employed
        by, or otherwise engaged in any capacity by any person, firm or corporation
        other than TransGlobe.                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                      
|2.3 | Herrick will have the authority, subject
        always to the general and specific instructions and directions of the
        President and the Board of Directors of TransGlobe, to manage the business
        of TransGlobe, except in matters required by law to be done by the President
        or the Board of Directors or the shareholders.
|    |                                                                                                                                                                                                                                                                                                                                                      
|2.4 | Herrick will conform to all lawful direction of the Board
      and comply with the memorandum and articles of TransGlobe.                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                      
|3   | FIDUCIARY DUTY                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                      
|3.1 | Herrick acknowledges that he has a fiduciary
        relationship with TransGlobe, whereby he has an absolute duty of trust
        and fidelity to TransGlobe, to act loyally and with the utmost good faith
        exclusively in the best interests of TransGlobe and to avoid any conflict
        of interest.                                 





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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                          | Herrick acknowledges that
        as Chief Operating Officer and Vice President, and in any other position
        as Herrick may hold, Herrick will acquire information of certain matters
        and things which are confidential to TransGlobe, and which information
        is the exclusive property of TransGlobe.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                          | Herrick acknowledges the
        information as referred to in (a) above could be used to the detriment
        of TransGlobe. Accordingly, Herrick undertakes not to disclose any of
        it to any third party either during the term of his employment, except
        as may be necessary in the proper discharge of his employment under this
        Agreement, or after the term of his employment, however caused, except
        with the written permission of TransGlobe.             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                          | Herrick acknowledges and
        agrees that, without prejudice to any other rights of TransGlobe, in the
        event of his violation or attempted violation of any of the covenants
        contained in (a) and (b) above, an injunction or any other remedy shall
        be the only effective remedy to protect TransGlobes rights and property
        as set out in (a) and (b) above, and that an interim injunction may be
        granted immediately on the commencement of any suit.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.3 | At the end of Herricks
        employment with TransGlobe, he will immediately return to TransGlobe all
        documents, papers, materials and other property of or relating to the
        affairs of TransGlobe or any of its subsidiaries which may be in his possession
        or control.                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4   | REMUNERATION                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1 | From December 1, 2002 TransGlobe
        will pay to Herrick an annual salary of $180,000 (Cdn.) Annual Base
        Salary which will be paid in equal monthly instalments in arrears
        of $15,000 each. Annual Base Salary will be reviewed annually by the Compensation
        Committee for the years 2004, 2005, 2006 and 2007 to determine if an increase
        in the Annual Base salary will be recommended to the Board.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5   | INSURANCE BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1 | TransGlobe will continue
        to enrol Herrick in the medical and dental insurance programs presently
        in force for employees of TransGlobe.                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.2 | TransGlobe will pay all premium costs for the
      benefits described in Section 5.1.                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6   | VACATION                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.1 | In addition to statutory
        holidays, TransGlobe will provide Herrick with annual paid vacation of
        25 working days each year, to be taken when he deems appropriate in consideration
        of TransGlobes operational requirements.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.2 | If Herrick does not use
        all of his vacation entitlement in a given year, he may accumulate it
        and use it in a subsequent year. If Herrick has unused vacation entitlement
        to his credit when this Agreement is ended, he will be paid its equivalent
        cash value.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.3 | TransGlobe may require Herrick to use up unused
      vacation entitlement.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7   | EXPENSES AND ALLOWANCES                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.1 | TransGlobe will reimburse
        Herrick for all reasonable expenses incurred by him in connection with
        TransGlobes business, in accordance with its applicable policies.                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.2 | TransGlobe will pay for
        the cost of membership dues to a club intended for business purposes up
        to a maximum of $1,000 per year.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.3 | TransGlobe will, subject
        to insurability, secure and pay the premiums for a life insurance policy
        on Herricks life in an amount of not less than one years salary
        in which the person designated by Herrick will be the beneficiary.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.4 | TransGlobe will pay Herrick
        a parking allowance for one space in the Calgary down town area near the
        TransGlobe office location.                                                                                                                                                                                                                                                                                            



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|8    | SHARE OPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.1  | In addition to the fixed
        compensation set out in Section 4, Herrick will be entitled to participate
        in TransGlobes Stock Option Plan. Herrick currently is entitled
        to purchase 655,000 common shares of TransGlobe.                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.2  | TransGlobe may issue to
        Herrick additional Share Options in accordance with the policies and rules
        of TransGlobes Stock Option Plan, as determined by the Compensation
        Committee of TransGlobe. All such new Share Options would be subject to
        the approval of the Board of Directors of TransGlobe and may also be subject
        to the approval of the Toronto Stock Exchange (TSX) in accordance
        with its policies.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9    | BONUSES                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.1  | TransGlobe may pay to Herrick
        a performance bonus in such amount as may be determined by the Compensation
        Committee of TransGlobe.                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10   | ENDING                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1 | TransGlobe may end this
        Agreement and Herricks employment at any time for just cause, without
        any notice and without any liability to TransGlobe.                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2 | TransGlobe may end this
        Agreement and Herrick's employment at any time without just cause by giving
        a written notice to Herrick. Upon giving such notice TransGlobe will pay
        to Herrick a retiring allowance in an amount equal to 24 months of his
        then current monthly salary and benefits.                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.4 | If Herrick should die during
        the term of this Agreement TransGlobe will pay to his estate an amount
        equal to 6 months of his then current salary and benefits.                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.5 | Herrick acknowledges that
        the arrangements described in this Section 10 are fair and reasonable
        and constitute TransGlobes sole obligation to provide notice of
        termination, severance pay or related compensation.                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.6 | Regardless of how this Agreement and Herricks
      employment is ended, Section 3 will remain in effect after it is ended.                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11   | NON-COMPETITION                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.1 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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|12   | DIRECTORS LIABILITY INSURANCE/INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.1 | TransGlobe will carry directors' and senior officers'
      insurance so long as its cost is not, in the Boards opinion, excessive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.2 | TransGlobe will indemnify
        Herrick in respect of his actions or omissions as the Chief Operating
        Officer, a Vice President and a director of TransGlobe to the extent permitted
        by law.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13   | TRANSGLOBE'S PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.1 | Herrick acknowledges that
        all items of any and every nature or kind created or used by Herrick under
        this Agreement, or furnished by TransGlobe or any of its subsidiaries
        to Herrick, and all equipment, credit cards, books, records, reports,
        files, manuals, literature, confidential information or other materials
        shall remain and be considered the exclusive property of TransGlobe at
        all times and shall be surrendered to TransGlobe, in good condition, promptly
        on the termination of Herricks employment irrespective of the time,
        manner or cause of the termination.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14   | ASSIGNMENT OF RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.1 | The rights which accrue
        to TransGlobe under this agreement shall pass to its successors or assigns.
        The rights of Herrick under this Agreement are not assignable or transferable
        in any manner.                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15   | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.1 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16   | GOVERNING LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16.1 | This Agreement shall be construed in accordance
      with the laws of the Province of Alberta.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|17   | INDEPENDENT LEGAL ADVICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|17.1 | Each of TransGlobe and Herrick
        hereby confirm and acknowledge that they have sought independent legal
        advice with respect to their respective rights and obligations arising
        from this Agreement and each such party does further confirm and acknowledge
        with the understanding that each such party is relying upon such representations
        in entering into this Agreement, that this Agreement constitutes a legal,
        binding agreement, enforceable as against each such party in accordance
        with its terms.                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|18   | DISPUTE RESOLUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|18.1 | Before initiating any legal
        proceedings, the parties will attempt to resolve all disputes concerning
        the interpretation, application or enforcement of any term of this Agreement
        by mediated negotiation, and will use their best efforts to resolve any
        dispute through mediation.                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|18.2 | If a dispute between the
        parties concerning the interpretation, application or enforcement of any
        term of this Agreement is not resolved by mediation within 90 days after
        one party notifies the other in writing of an intention to mediate the
        dispute, the parties will submit the matter to binding arbitration, pursuant
        to the provisions of the Arbitration Act of Alberta, and the parties hereby
        irrevocably authorize any arbitrator who may be appointed to endeavour
        to mediate the resolution of the dispute before rendering a binding award.                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|19   | ENTIRE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|19.1 | This Agreement contains
        the entire agreement between the parties with respect to Herricks
        employment, and cancels and supercedes all prior agreements between them,
        and no amendment or variation of the terms of this Agreement will be effective
        or binding unless made in writing and signed by both of them.                                                                                                                                                                                                                                                                                                     



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TO EVIDENCE THEIR AGREEMENT the parties have executed this
  document on the dates appearing below.

TRANSGLOBE ENERGY CORPORATION

Per:(signed) R. A. Halpin
              Authorized
  Signatory

Name: Mr Robert A. Halpin

Title: Director & Chairman of the Board

Date:December4, 2002

|SIGNED AND DELIVERED on               | ) |                             
|------------------------------------- | - | ----------------------------
|November 29, 2002 in the presence of: | ) |                             
|                                      | ) |                             
|(signed) D. C. Ferguson               | ) |                             
|(Signature)                           | ) |                             
|                                      | ) |                             
|                                      | ) | (signed)
      Lloyd Herrick
|David C. Ferguson                     | ) | LLOYD
      W. HERRICK      
|(Print Name)                          | ) |                             
|                                      | ) |                             
|                                      | ) |                             
|Calgary, AB                           | ) |                             
|(Address)                             | ) |                             
|                                      | ) |                             
|Chartered Accountant                  | ) |                             
|(Occupation)                          | ) |                             





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