Exhibit
      10.61

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    Executive
      Employment Agreement
      among
Gran
      Tierra Argentina S.A.
      (“GTASA”),
      an
      Argentine company, a wholly-owned subsidiary of Gran Tierra (defined below),
      Gran
      Tierra Energy Inc.,
      a
      Nevada corporation (“Gran
      Tierra”)
      and
Rafael
      Orunesu
      (hereinafter called the “Executive”,
      collectively with GTASA and Gran Tierra, the “Parties”).
      GTSASA and Gran Tierra are sometimes referred to herein as the “Company.”

     

    RECITALS:

     

    A. The
      Executive has specialized knowledge and valuable skills and experience which
      are
      critical to the management and success of the business.

     

    B. GTASA
      and
      Gran Tierra wish to secure the services of the Executive and to ensure that
      the
      Executive remains President of GTASA

     

    C. The
      Executive is currently an employee of GTASA pursuant to an employment agreement
      between the Executive and GTASA dated March 1, 2005, as amended (the
“Prior Agreement”).

     

    D. The
      Parties wish to set forth their entire understanding and agreement with respect
      to the subject matter hereof and replace the Prior Agreement in its entirety
      with this Executive Employment Agreement (the “Agreement”).

     

    Therefore,
      the
      Parties agree as follows:

     

    ARTICLE
      1

    DUTIES
      AND RESPONSIBILITIES

     

    1.1 Position

     

    GTASA
      confirms the appointment of the Executive to the position of President of GTASA.
      The Executive shall perform the duties and responsibilities as well as those
      duties reasonably assigned to the Executive by the Board of Directors of Gran
      Tierra (the “Board”).
      The
      parties agree that the relationship between GTASA and the Executive created
      by
      this Agreement is that of employer and employee.

     

    1.2 Other
      Engagements

     

    The
      Executive shall not engage in any other business, profession or occupation
      which
      would conflict with the performance of his duties and responsibilities under
      this Agreement, either directly or indirectly, including accepting appointments
      to the boards of other companies without the prior written consent of the
      Board.


    
      
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    1.3 Reassignment

     

    The
      Executive shall not be reassigned to another position within GTASA itself,
      or to
      a position within another subsidiary or Gran Tierra, or other affiliated or
      related corporate entity (a “Member
      Company”
or
      “Member
      Companies”)
      or
      alter the duties, responsibilities, title, or reporting lines of the Executive
      or change the location of the Executive’s employment unless the Executive agrees
      to such reassignment or alteration.

     

    1.4 Travel

     

    The
      Executive shall be available for such business related travel as may be required
      for the purposes of carrying out the Executive’s duties and responsibilities.
      The Executive shall be entitled to fly business class only for international
      flights and shall use economy for domestic travel. The Executive will be
      entitled to choose suitable accommodations when traveling on GTASA or Gran
      Tierra business.

     

    ARTICLE
      2

    TERM
      OF EMPLOYMENT

     

    The
      Executive’s employment with GTASA is for no specified duration and constitutes
      at-will employment. The Executive’s employment may be terminated at any time by
      either GTASA or Executive, subject to the provisions of Article 9.

     

    ARTICLE
      3

    BASE
      SALARY

     

    The
      Executive will be paid an annual salary in
      an
      amount determined by the Board,
      subject
      to applicable statutory deductions (the “Base
      Salary”).
      The
      Executive’s Base Salary will be payable in accordance with GTASA practices and
      procedures as they may exist from time to time. Base Salary will be reviewed
      and
      may be increased on an annual basis by the Board, with input from the
      Executive.

     

    ARTICLE
      4

    BONUS

     

    4.1 Bonus
      Eligibility

     

    The
      Executive shall be eligible to receive an annual bonus payment in addition
      to
      Base Salary and other compensation for each year of the Executive’s employment
      (the “Bonus”)
      as
      determined by the Board from time to time.


    
      
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        2.

        
          

        

      

      
        
        

      

    


    4.2 Bonus
      Payment

    


    The
      Bonus
      shall be payable within sixty (60) days of the end of the fiscal year, and
      will
      be based upon the Executive’s performance during the preceding
      year.

    


    ARTICLE
      5

    BENEFITS

     

    The
      Executive shall be entitled to participate in and to receive all rights and
      benefits under any life insurance, disability, medical, dental, health and
      accident plans maintained by Gran Tierra for GTASA employees and for its
      executives. GTASA will continue to pay the Executive’s Base Salary in the event
      the Executive becomes disabled until such time as the Executive begins to
      receive long-term disability insurance benefits.

     

    ARTICLE
      6

    VACATION

     

    The
      Executive will be entitled to five weeks vacation per year. Payment of all
      vacation pay will be at Base Salary. The Executive will arrange vacation time
      to
      suit the essential business needs of GTASA and Gran Tierra. Unused vacation
      entitlement will be carried over into the following calendar year to a maximum
      entitlement of eight weeks in any one year. On leaving the employment of GTASA
      for whatever reason, GTASA will compensate the Executive for any accrued but
      unused vacation entitlement based upon the Executive’s then current Base
      Salary.

     

    ARTICLE
      7

    STOCK
      OPTIONS

     

    Gran
      Tierra will provide the Executive with the right to participate in stock option
      plans and/or incentive award plans maintained by Gran Tierra and approved by
      the
      Board.

     

    ARTICLE
      8

    PERQUISITES
      AND EXPENSES

     

    GTASA
      recognizes that the Executive will incur expenses in the performance of the
      Executive’s duties. GTASA shall reimburse the Executive for any reasonable out
      of pocket expenses incurred in the course of employment.

     

    ARTICLE
      9

    TERMINATION
      OF EMPLOYMENT

     

    9.1 Termination
      Without Notice

     

    This
      Agreement and the Executive’s employment with GTASA may be terminated, without
      GTASA being obligated to provide the Executive with advance notice of
      termination or pay in lieu of such notice, whether under contract, statute,
      common law or otherwise, in the following circumstances:


    
      
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        3.

        
          

        

      

      
        
        

      

    

     

    
      	
            	(a)	
              Voluntary
                Resignation

            


    

     

    In
      the
      event the Executive voluntarily resigns, except where the Executive resigns
      for
      Good Reason as provided for in this Agreement, the Executive will give a minimum
      of ninety (90) days’ advance written notice to GTASA and Gran Tierra. The
      Executive will not be entitled to receive any further compensation or benefits
      whatsoever other than those which have accrued up to the Executive’s last day of
      active service with GTASA. GTASA may, at its discretion, waive in whole or
      in
      part such notice with payment in lieu to the Executive;

      

    
      
        	
              	(b)	
                Cause

              


      

    

     "Cause"
      is defined as any of the following: 

    


    (a)
      conviction of, or plea of nolo contendere to, a felony; 

    


    (b)
      participation in a fraud against the Company; 

    


    (c)
      participation in an act of dishonesty against the Company intended to result
      in
      your personal enrichment; 

    


    (d)
      willful material breach of the Company's written policies; 

    


    (e)
      intentional significant damage to the Company's property by you; 

    


    (f)
      material breach of this Agreement; or 

    


    (g)
      conduct by you that, in the good faith and reasonable determination of the
      Board, demonstrates gross unfitness to serve provided that in such event, the
      Company shall provide notice to you describing the nature of the gross unfitness
      and you shall thereafter have ten (10) days to cure such gross unfitness if
      such
      gross unfitness is capable of being cured. 

    


    The
      Partnership may not terminate your employment for Cause unless and until you
      receive a copy of a resolution duly adopted by the affirmative vote of at least
      a majority of the Board of Directors of Gran Tierra (the "Board")
      finding that in the good faith opinion of the Board, that "Cause" exists and
      specifying the particulars thereof in reasonable detail.

     

    9.2 Termination
      by GTASA without Cause

     

    GTASA
      may
      terminate the Executive’s employment without Cause at any time by providing the
      Executive with a separation package (the “Separation
      Package”)
      equal
      to one years’ Total Cash Compensation.

    


    “Total
      Cash Compensation” is defined as the annualized amount of Base Salary plus Bonus
      Payment for the prior 12-month period.


    
      
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        4.

        
          

        

      

      
        
        

      

    


    The
      Separation Package shall be payable in a lump sum within thirty (30) days of
      termination.

    


    9.3 
      Termination
      by the Executive for Good Reason

     

    Should
      the Executive terminate his employment for Good Reason, as hereinafter defined,
      he shall receive the Separation Package set out in section 9.2. Failure of
      the
      Executive to terminate his employment on the occurrence of any event which
      would
      constitute Good Reason shall not constitute waiver of his right under this
      section 9.3. Notwithstanding the foregoing, Executive may terminate his
      employment for Good Reason so long as Executive tenders his resignation to
      GTASA
      within thirty (30) days after the occurrence of the event that forms the basis
      for the resignation for Good Reason; provided, however, that Executive must
      provide written notice to GTASA and Gran Tierra describing the nature of the
      event that Executive believes forms the basis for the resignation for Good
      Reason, and GTASA and Gran Tierra shall thereafter have ten (10) days to cure
      such event. 

    


    “Good
      Reason” is defined as the occurrence of any of the following without the
      Executive’s express written consent:

    


    
      	
            	(a)	
              an
                adverse change in the Executive’s position, titles, duties or
                responsibilities (including new, additional or changed formal or
                informal
                reporting responsibilities) or any failure to re-elect or re-appoint
                him
                to any such positions, titles, duties or offices, except in connection
                with the termination of his employment for
                Cause;

            


    

    


    
      	
            	(b)	
              a
                reduction by the Company of the Executive’s Base Salary except to the
                extent that the annual base salaries of all other executive officers
                of
                the Company are similarly reduced or any change in the basis upon
                which
                the Executive’s annual compensation is determined or paid if the change is
                or will be adverse to the Executive except that an award of annual
                performance bonuses by the Company’s Compensation Committee (and approved
                by the Board of Directors) are discretionary and in no instance shall
                be
                considered adverse to Executive if such performance bonus is reduced
                from
                a prior year or if an annual performance bonus is not
                paid;

            


    

    


    
      	
            	(c)	
              a
                Change in Control (as defined below) of the Company occurs;
                or

            


    

    


    
      	
            	(d)	
              any
                breach by the Company of any material provision of this
                Agreement.

            


    

    


    A
“Change
      in Control” is defined as: 

     

    
      	
            	(a)	
              a
                dissolution, liquidation or sale of all or substantially all of the
                assets
                of the Company;

            


    

     

    
      	
            	(b)	
              a
                merger or consolidation in which the Company is not the surviving
                corporation;

            


    


    
      
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        5.

        
          

        

      

      
        
        

      

    


    (c)
      a
      reverse merger in which the Company is the surviving corporation but the shares
      of the Company’s common stock outstanding immediately preceding the merger are
      converted by virtue of the merger into other property, whether in the form
      of
      securities, cash or otherwise; or 

    


    (d)
      the
      acquisition by any person, entity or group within the meaning of Section 13(d)
      or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
      any employee benefit plan, or related trust, sponsored or maintained by the
      Company or any affiliate of the Company) of the beneficial ownership (within
      the
      meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
      successor rule) of securities of the Company representing at least fifty percent
      (50%) of the combined voting power entitled to vote in the election of
      directors.

    


    ARTICLE
      10

    DIRECTORS/OFFICERS
      LIABILITY

     

    10.1 Indemnity

     

    Gran
      Tierra shall provide to the Executive indemnification in accordance with the
      Indemnification Agreement entered into between Gran Tierra and the
      Executive.

     

    10.2 Insurance

    


    
      	
            	(a)	
              Gran
                Tierra shall purchase and maintain, throughout the period during
                which the
                Executive acts as a director or officer of Gran Tierra or a Member
                Company
                and for a period of two years after the date that the Executive ceases
                to
                act as a director or officer of Gran Tierra or a Member Company,
                directors’ and officers’ liability insurance for the benefit of the
                Executive and the Executive’s heirs, executors, administrators and other
                legal representatives, such that the Executive’s insurance coverage is, at
                all times, at least equal to or better than any insurance coverage
                Gran
                Tierra purchases and maintains for the benefit of its then current
                directors and officers, from time to
                time.

            


    

    


    
      	
            	(b)	
              If
                for any reason whatsoever, any directors’ and officers’ liability insurer
                asserts that the Executive or the Executive’s heirs, executors,
                administrators or other legal representatives are subject to a deductible
                under any existing or future directors’ and officers’ liability insurance
                purchased and maintained by Gran Tierra for the benefit of the Executive
                and the Executive’s heirs, executors, administrators and other legal
                representatives, Gran Tierra shall pay the deductible for and on
                behalf of
                the Executive or the Executive’s heirs, executors, administrators or other
                legal representatives, as the case may
                be.

            


    

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

     

    10.3 Survival

     

    The
      provisions of sections 10.1 and 10.2 of this Agreement shall survive the
      termination of this Agreement or the employment of the Executive with the
      Company and such provisions shall continue in full force and effect in
      accordance with such Indemnification Agreement and the provisions of this
      Agreement for the benefit of the Executive.

    


     

    ARTICLE
      11

    NON-COMPETITION
      AND CONFIDENTIALITY

     

    11.1 Non-Competition

     

    The
      Executive recognizes and understands that in performing the duties and
      responsibilities of his employment as outlined in this Agreement, he will be
      a
      key employee of GTASA and will occupy a position of high fiduciary trust and
      confidence, pursuant to which he has developed and will develop and acquire
      wide
      experience and knowledge with respect to all aspects of the services and
      businesses carried on by Gran Tierra and its Member Companies and the manner
      in
      which such businesses are conducted. It is the expressed intent and agreement
      of
      the Executive and of GTASA that such knowledge and experience shall be used
      solely and exclusively in the furtherance of the business interests of Gran
      Tierra and its Member Companies and not in any manner detrimental to them.
      The
      Executive therefore agrees that so long as he is employed by GTASA pursuant
      to
      this Agreement he shall not engage in any practice or business in competition
      with the business of Gran Tierra or any of its Member Companies.

     

    11.2 Confidentiality

     

    The
      Executive further recognizes and understands that in the performance of his
      employment duties and responsibilities as outlined in this Agreement, he will
      be
      a key employee of the Company and will become knowledgeable, aware and possessed
      of all confidential and proprietary information, know-how, data, strategic
      studies, techniques, knowledge and other confidential information of every
      kind
      or character relating to or connected with the business or corporate affairs
      and
      operations of Gran Tierra and its Member Companies and includes, without
      limitation, geophysical studies and data, market data, engineering information,
      shareholder data, client lists, compensation rates and methods and personnel
      information (collectively “Confidential
      Information”)
      concerning the business of Gran Tierra and its Member Companies. The Executive
      therefore agrees that, except with the consent of the Board, he will not
      disclose such Confidential Information to any unauthorized persons so long
      as he
      is employed by GTASA pursuant to this Agreement and for a period of 24 months
      thereafter; provided that the foregoing shall not apply to any Confidential
      Information which is or becomes known to the public or to the competitors of
      Gran Tierra or its Member Companies other than by a breach of this
      Agreement.

     

    11.3 Following
      Termination of Agreement

     

    Subject
      to this provision and without otherwise restricting the fiduciary obligations
      imposed upon, or otherwise applicable to the Executive as a result of the
      Executive having been a senior officer and key employee of GTASA, the Executive
      shall not be prohibited from obtaining employment with or otherwise forming
      or
      participating in a business competitive to the business of Gran Tierra and
      its
      Member Companies after termination of this Agreement and the Executive’s
      employment with GTASA.


    
      
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        7.

        
          

        

      

      
        
        

      

    


    ARTICLE
      12

    CHANGES
      TO AGREEMENT

     

    Any
      modifications or amendments to this Agreement must be in writing and signed
      by
      all parties or else they shall have no force and effect. Notwithstanding the
      foregoing, GTASA may assign this agreement to Gran Tierra or a Member Company,
      without the consent of the Executive.

     

    ARTICLE
      13

    ENUREMENT

     

    This
      Agreement shall enure to the benefit of and be binding upon the parties and
      their respective successors and assigns, including without limitation, the
      Executive’s heirs, executors, administrators and personal
      representatives.

      

    


    ARTICLE
      14

    GOVERNING
      LAW

     

    This
      Agreement shall be construed in accordance with the laws of the Province of
      Alberta and the laws of Canada applicable therein.

     

    ARTICLE
      15

    NOTICES

     

    
      
        15.1 Notice
          to Executive. 

      

    

     

    Any
      notice required or permitted to be given to the Executive shall be deemed to
      have been received if delivered personally to the Executive or sent by courier
      to the Executive’s home address last known to the Company.

     

    15.2 Notice
      to Company. 

     

    Any
      notice required or permitted to be given to the Company shall be deemed to
      have
      been received if delivered personally to, sent by courier, or sent by facsimile
      to:

     

    Gran
      Tierra Energy Inc.

    300,
      611-10th Avenue S.W.

    Calgary,
      Alberta, Canada T2R 0B2

    Fax:
      (403) 265-3242

    Attn:
      Chief Executive Officer


    
      
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        8.

        
          

        

      

      
        
        

      

    


    ARTICLE
      16

    WITHHOLDING

     

    All
      payments made by GTASA to the Executive or for the benefit of the Executive
      shall be less applicable withholdings and deductions.

     

    ARTICLE
      17

    INDEPENDENT
      LEGAL ADVICE

     

    The
      Executive acknowledges that the Executive has been advised to obtain independent
      legal advice with respect to entering into this Agreement, that he has obtained
      such independent legal advice or has expressly deemed not to seek such advice,
      and that the Executive is entering into this Agreement with full knowledge
      of
      the contents hereof, of the Executive’s own free will and with full capacity and
      authority to do so.

    


    ARTICLE
      18

    REPLACEMENT
      OF PRIOR AGREEMENT

    


    The
      parties acknowledge that the Prior Agreement is hereby replaced in its entirety
      by this Agreement. Pursuant to Section 8.1 of the Prior Agreement, this
      Agreement shall be effective, and the Prior Agreement shall be terminated,
      upon
      the execution of this Agreement by each of the parties to the Prior Agreement.
      Upon such execution, all provisions of the Prior Agreement are hereby superseded
      in their entirety and replaced herein and shall have no further force or
      effect.

     

    (remainder
      of page intentionally left blank)


    
      
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        9.

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof
      the
      parties hereto have executed this Agreement as of the date set forth below,
      with
      an effective date as of June 17, 2008.

    


    
      	 	 	
              Gran
                Tierra Argentina S.A., an 

              Argentine
                corporation

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Dana Coffield

            
	 	 	 	 
	 	 	
              Name:
                

            	
              Dana
                Coffield

            
	 	 	 	 
	 	 	
              Title:

            	
              President

            
	 	 	 	 
	 	 	
              Date:

            	
              17
                June 08

            
	 	 	 	 
	 	 	
              Gran
                Tierra Energy Inc., a Nevada 

              corporation

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Dana Coffield

            
	 	 	 	 
	 	 	
              Name:
                

            	
              Dana
                Coffield

            
	 	 	 	 
	 	 	
              Title:

            	
              President

            
	 	 	 	 
	 	 	
              Date:

            	
              17
                June 08

            
	 	 	 	 
	
              /s/
                Sonya Messner

            	 	 /s/
              Rafael Orunesu
	
              Witness

            	 	 Rafael
              Orunesu
	 	 	 	 
	 	 	
              Date:

            	
              17
                June 2008

            


    


    
      
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    Schedule
      A

     

    Executive’s
      duties

     

    Duties
      and Responsibilities for President

     

    
      	
              ·

            	
              President
                of Gran Tierra Energy Argentina shall report directly to the President
                and
                CEO of Gran Tierra Energy Inc.

            


    

     

    
      	
              ·

            	
              Strategic
                leadership – formulate and recommend strategies to the President and CEO
                to maximize shareholder value and long-term success of the Company
                in
                Argentina; implement capital and operating plans; identify principal
                risks
                to the Company’s business and take appropriate steps to manage these
                risks; keep the President and CEO fully informed on all significant
                operational, financial and other matters relevant to the
                Company.

            


    

     

    
      	
              ·

            	
              Technical
                Leadership – ensure a rigorous and disciplined approach to technical work
                of the Company with regard to geology geophysics and related disciplines;
                encourage technical innovation, imagination and
                pragmatism.

            


    

     

    
      	
              ·

            	
              Financial
                Leadership – develop annual capital commitment and expenditure budgets for
                approval by the President and CEO; develop annual operating forecasts;
                authorize the commitment of funds sanctioned by the President and
                CEO;
                authorize the commitment of contracts, transactions and arrangements
                in
                the ordinary course of business; take reasonable steps to ensure
                the
                Company’s assets are adequately
                safeguarded.

            


    

     

    
      	
              ·

            	
              Administrative
                Leadership – develop and maintain a sound and effective organizational
                structure; ensure all members of the organization have clear
                responsibilities.

            


    

     

    
      	
              ·

            	
              Public
                Leadership – maintain effective communications and appropriate
                relationships with host government, ministry, industry associates,
                communities and other in-country stakeholders; manage interactions
                between
                the Company and the public in
                Argentina.

            


    

     

    
      	
              ·

            	
              Compliance
                Leadership – establish effective control and coordination mechanisms for
                all operations arid activities of the Company in Argentina in coordination
                and support with those controls and procedures established by Corporate
                in
                Calgary; take reasonable steps to ensure the safe, efficient operation
                of
                the Company and its employees/workers; ensure all operations and
                activities are in compliance with laws, regulations and the Company’s code
                of business conduct and ethics and other policies and practices approved
                by Corporate; foster a high performance corporate culture that promotes
                ethical practices and encourages individual and corporate integrity
                and
                responsibility.

            


    

     

    
      
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        2.