EXHIBIT 4.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of December 1, 2002.

TRANSGLOBE ENERGY CORPORATION
    of #2900 - 530  5thAvenue S.W. 
    Calgary, Alberta T2P 0L4 
    (TransGlobe or the Corporation)


AND:




RECITALS:

|A.                                                                                                                                               | Ross Clarkson is currently
        a director of the Corporation and is employed as President and Chief Executive
        Officer until December 4, 2002. Mr. Clarkson has agreed to continue his
        appointment as the President and Chief Executive Officer of the Corporation;
        and                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|B.                                                                                                                                               | The Board of Directors of the Corporation (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 December 5, 2002 the Corporation
        will continue to employ Ross Clarkson as President and Chief Executive
        Officer.                                                                                                                                                                                                         
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|1.2                                                                                                                                              | The appointment will continue until December 31, 2007 unless
      sooner terminated as provided in this agreement.                                                                                                                                                                                                                                
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|2                                                                                                                                                | RESPONSIBILITIES                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|2.1                                                                                                                                              | Clarkson will diligently and faithfully
        devote all of his working time and attention exclusively to the business
        of the Corporation 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 the Corporation.
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|2.2                                                                                                                                              | Without first obtaining written permission
        from the Corporation, Clarkson will not enter into the service of, be
        employed by, or otherwise engaged in any capacity by any person, firm
        or corporation other than the Corporation.                                                                                          
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|2.3                                                                                                                                              | Clarkson will have the authority, subject
        always to the general and specific instructions and directions of the
        Board of Directors of the Corporation, to manage the business of the Corporation,
        except in matters required by law to be done by the Board of Directors
        and the shareholders.                     
|                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    
|2.4                                                                                                                                              | Clarkson will conform to all lawful
        direction of the Board and comply with the memorandum and articles of
        the Corporation.                                                                                                                                                                                                         



Page 1 of 5

---





|3   | FIDUCIARY DUTY                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1 | Clarkson acknowledges that he has a fiduciary
      relationship with the Corporation, whereby he has an absolute duty of trust
      and fidelity to the Corporation, to act loyally and with the utmost good
      faith exclusively in the best interests of the Corporation and to avoid
      any conflict of interest.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.3 | At the end of Clarksons
        employment, he will immediately return to the Corporation all documents,
        papers, materials and other property of or relating to the affairs of
        the Corporation 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 Clarkson 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 | The Corporation will continue
        to enrol Clarkson in the medical and dental insurance programs presently
        in force for employees of the Corporation.                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.2 | The Corporation will pay all premium costs for
      the benefits described in Section 5.1.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6   | VACATION                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.1 | In addition to statutory
        holidays, the Corporation will provide Clarkson with annual paid vacation
        of 30 working days each year, to be taken when he deems appropriate in
        consideration of the Corporations operational requirements.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.2 | If Clarkson does not use
        all of his vacation entitlement in a given year, he may accumulate it
        and use it in a subsequent year. If Clarkson has unused vacation entitlement
        to his credit when this Agreement is ended, he will be paid its equivalent
        cash value.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.3 | The Corporation may require Clarkson to use up
      unused vacation entitlement.                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7   | EXPENSES AND ALLOWANCES                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.1 | The Corporation will reimburse
        Clarkson for all reasonable expenses incurred by him in connection with
        the Corporations business, in accordance with its applicable policies.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.2 | The Corporation will pay
        for the cost of membership dues to a club intended for business purposes
        up to a maximum of $1,000 per year.                                                                                                                                                                                                                                                                                        



Page 2 of 5

---



|7.3  | The Corporation will, subject to insurability, secure
        and pay the premiums for a life insurance policy on Clarksons life
        in an amount of not less than one years salary in which the person
        designated by Clarkson will be the beneficiary.                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.4  | The Corporation will pay
        Clarkson a parking allowance for one space in the Calgary down town area
        in the parking garage underneath TransGlobe's office.                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8    | SHARE OPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.1  | In addition to the fixed
        compensation set out in Section 4, the President is to participate in
        TransGlobes Stock Option Plan. Clarkson currently is entitled to
        purchase 712,000 common shares of TransGlobe.                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.2  | TransGlobe may issue to
        Clarkson 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 Clarkson
        a performance bonus in such amount as may be determined by the Compensation
        Committee of TransGlobe.                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10   | ENDING                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.1 | The Corporation may end
        this Agreement and Clarksons employment at any time for just cause,
        without any notice and without any liability to TransGlobe.                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.2 | The Corporation may end
        this Agreement and Clarkson's employment at any time without just cause
        by giving a written notice to Clarkson. Upon giving such notice the Corporation
        will pay to Clarkson 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 Clarkson should die during
        the term of this Agreement the Corporation will pay to his estate an amount
        equal to 6 months of his then current salary and benefits.                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.5 | Clarkson acknowledges that
        the arrangements described in this Section 10 are fair and reasonable
        and constitute the Corporations sole obligation to provide notice
        of termination, severance pay or related compensation.                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.6 | Regardless of how this Agreement
        and Clarksons employment is ended, Section 3 will remain in effect
        after it is ended.                                                                                                                                                                                                                                                                                                                             



Page 3 of 5

---



|11   | NON-COMPETITION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.1 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12   | DIRECTORS LIABILITY INSURANCE/INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.1 | The Corporation will carry
        directors and senior officers insurance so long as its cost is not, in
        the Boards opinion, excessive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.2 | The Corporation will indemnify
        Clarkson in respect of his actions or omissions as the President and a
        director of the Corporation to the extent permitted by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13   | CORPORATION'S PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.1 | Clarkson acknowledges that
        all items of any and every nature or kind created or used by Clarkson
        under this Agreement, or furnished by the Corporation or any of its subsidiaries
        to Clarkson, 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 the Corporation
        at all times and shall be surrendered to the Corporation, in good condition,
        promptly on the termination of Clarksons employment irrespective
        of the time, manner or cause of the termination.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14   | ASSIGNMENT OF RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14.1 | The rights which accrue
        to the Corporation under this agreement shall pass to its successors or
        assigns. The rights of Clarkson 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 the Corporation
        and Clarkson 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.                                                                                               



Page 4 of 5

---



|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 Actof 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 Clarksons
        employment, and cancels and supersedes 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.                                                                                                                                                                                                                                                                 

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)
      Ross Clarkson
|DAVID C. FERGUSON                     | ) | ROSS
      CLARKSON         
|(Print Name)                          | ) |                             
|                                      | ) |                             
|                                      | ) |                             
|Calgary, AB                           | ) |                             
|(Address)                             | ) |                             
|                                      | ) |                             
|Chartered Accountant                  | ) |                             
|(Occupation)                          | ) |                             

Page 5 of 5

---