Exhibit
  10.4

     

    EMPLOYMENT
      AGREEMENT

     


THIS
  AGREEMENT
  made effective as of the 31st
  day of January, 2008 ("Effective Date").

     

    BETWEEN:

     

    ELMWORTH
      ENERGY CORPORATION,
      a body
      corporate with an office in the City of Calgary, in the Province of Alberta
      (the
      "Corporation")

     

    


     

    -
      and
      -

     

    Shaun
      Toker, a resident of the City of Calgary, in the Province of Alberta (the
      "Employee")
      

     

    WHEREAS
      the
      Corporation wishes to continue to employ the Employee and the Employee wishes
      to
      remain employed by the Corporation;

     

    AND
      WHEREAS
      the
      Corporation and the Employee have agreed that the employment of the Employee
      by
      the Corporation will be in accordance with the terms of this
      Agreement;

     

    NOW
      THEREFORE, the
      parties agree as follows:

     

    


     

    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Agreement, the following defined terms shall have the meanings set forth
      below:

     

    
      	 	
              (a)

            	
              "Affiliate"
                and "Associate"
                have the meanings set forth in the Business
                Corporations Act
                (Alberta); 

            


    

     

    
      	 	
              (b)

            	
              "Annual
                Salary"
                means the annual salary of the Employee described in Clause 3.1;
                

            


    

     

    
      	 	
              (c)

            	
              "Board
                of Directors"
                means the Board of Directors of the
                Corporation;

            


    

     

    
      	 	
              (d)

            	
              "Bonus"
                shall mean the bonus entitlement of the Employee described in Schedule
                "A";

            


    

     

    
      	 	
              (e)

            	
              "Confidential
                Information"
                means information, data, technology, material or other property,
                of any
                kind and in whatever form, that is confidential or proprietary to
                the
                Corporation or any Affiliate or Associate, including without limitation:
                engineering reports, geological information, maps, well data, prospect
                data and seismic information, financial data or any other
                information, the disclosure of which could be reasonably expected
                to
                materially adversely affect the Corporation or any Affiliate or Associate
                or which the Corporation or any Affiliate or Associate is obliged
                by
                contract or law to treat as confidential. Confidential Information
                does
                not include information which is or becomes generally available to
                the
                public, other than as a result of a disclosure in violation of this
                Agreement, information which the Employee can conclusively establish
                was
                already lawfully in the possession of the Employee prior to the Employee's
                employment with the Corporation or information, the disclosure of
                which is
                required by regulation or law; 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -2-

     

     

    
      	 	
              (f)

            	
              "Date
                of Termination"
                shall mean the date of cessation of the Employee's employment with
                the
                Corporation, regardless of the reason for cessation of
                employment;

            


    

     

    
      	 	
              (g)

            	
              "Just
                Cause"
                means any act or course of conduct which at law constitutes just
                cause and
                shall include, without limitation:

            


    

     

    
      	 	
              (i)

            	
              the
                continued failure by the Employee to substantially perform duties
                according to the terms of employment after the Corporation has given
                the
                Employee reasonable notice of such failure and a reasonable opportunity
                to
                correct it;

            


    

     

    
      	 	
              (ii)

            	
              a
                breach of any provision in Article 5 (provided that the Corporation
                acts in good faith in determining that such a breach constitutes
                Just
                Cause) or a material breach of any other provision of this
                Agreement;

            


    

     

    
      	 	
              (iii)

            	
              the
                conviction of the Employee of an indictable offence or fraud;
                or

            


    

     

    
      	 	
              (iv)

            	
              fraud,
                theft or wilful misconduct by the Employee that relates to or affects
                the
                Corporation or the Employee's employment with the
                Corporation;

            


    

     

    
      	 	
              (h)

            	
              "Perquisites"
                means the perquisites set out in Schedule
                "B";

            


    

     

    
      	 	
              (i)

            	
              "Person"
                means any individual, corporation, limited liability corporation,
                limited
                or general partnership, joint venture, association, joint-stock
                corporation, trust, plan, unincorporated organization or government
                or any
                agency or political subdivisions
                thereof;

            


    

     

    
      	 	
              (j)

            	
              "Protected
                Interests"
                shall mean all current projects that the Corporation is actively
                exploring
                at the time of the termination of the Employee's employment, as well
                as
                those projects that are planned, as disclosed in the Corporation's
                public
                filings or press releases;

            


    

     

    
      	 	
              (k)

            	
              "Severance
                Amount"
                means a lump sum amount representing the Annual Salary payable for
                a
                period of three (3) months plus one additional month for each completed
                year of employment with the Corporation up to a maximum of twelve
                (12)
                months, less applicable statutory deductions;
                and

            


    

     

    
      	 	
              (l)

            	
              "Stock
                Option Plan"
                means the Triangle Petroleum Corporation 2005 and 2007 Incentive
                Stock
                Plans, in force from time to time and any agreements or
                confirmations.

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -3-


     

    ARTICLE
      2

    EMPLOYMENT

     

    
      	
              2.1

            	
              Engagement

            


    

     

    Subject
      to the terms and conditions hereof, the Corporation shall employ the Employee
      as
      the Chief Financial Officer of the Corporation. The Employee hereby accepts
      such
      employment in accordance with the terms and conditions of this Agreement. The
      Employee agrees to perform those duties and functions and have those
      responsibilities which are normally associated with the position, in addition
      to
      carrying out such other duties and responsibilities as are assigned from time
      to
      time. 

     

    
      	
              2.2

            	
              Performance

            


    

     

    The
      Employee shall devote substantially full time, energy, skill and best efforts
      to
      the performance of duties hereunder, in a manner which will faithfully and
      diligently further the business and interests of the Corporation. The Employee
      shall at all times comply with all applicable laws and instructions of the
      Corporation and shall comply with all policies of the Corporation. 

     

    
      	
              2.3

            	
              Term

            


    

     

    This
      Agreement shall be for an indefinite period and may be terminated by the
      Employee or the Corporation in accordance herewith.

     

    ARTICLE
      3

    REMUNERATION
      AND BENEFITS 

     

    
      	
              3.1

            	
              Annual
                Salary and Performance Fee

            


    

     

    As
      consideration for the services provided herein, the Corporation shall pay to
      the
      Employee an Annual Salary of $150,000 in arrears by semi-monthly instalments
      during the term of this Agreement. The Annual Salary will be reviewed by the
      Corporation annually. A Performance Fee will also be paid on a quarterly basis:
      $5,000 if the 10-Q is filed within 40 days from quarterend and $10,000 if the
      10-K is filed within 80 days from the yearend.

     

    
      	
              3.2

            	
              Bonus

            


    

     

    The
      Employee shall be eligible to receive a Bonus, based on the Employee's
      individual performance in accordance with Schedule "A". The Bonus structure
      and
      targets will be reviewed by the Corporation annually. 

     

    
      	
              3.3

            	
              Stock
                Options

            


    

     

    During
      the term of this Agreement and at the discretion of the Board of Directors,
      the
      Employee will be eligible to participate in the Stock Option Plan. All issuances
      shall be subject to applicable stock exchange approvals and shall be made in
      accordance with applicable securities legislation and the Stock Option
      Plan.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -4-


     

    
      	
              3.4

            	
              Expenses

            


    

     

    The
      Corporation shall reimburse the Employee for all reasonable travelling and
      other
      expenses actually and properly incurred in connection with the Employee's
      duties. For all such expenses, the Employee shall furnish the Corporation with
      such statements, receipts or other reasonable documentation and within the
      applicable time period as may be reasonably required by the
      Corporation.

     

    
      	
              3.5

            	
              Benefits

            


    

     

    The
      Employee shall participate in all employment benefits that the Corporation
      provides for its employees, unless such benefits are relinquished by the
      Employee. The Corporation shall provide benefits in accordance with the formal
      plan documents or policies, and any issues with respect to entitlement or
      payment of benefits shall be governed by the terms of such documents or policies
      establishing the benefit in issue.

     

    
      	
              3.6

            	
              Perquisites

            


    

     

    The
      Employee shall be entitled to receive the perquisites set out in Schedule "B".
      

     

    
      	
              3.7

            	
              Vacation

            


    

     

    The
      Employee shall be entitled to four (4) weeks paid annual vacation. 

     

    ARTICLE
      4

    TERMINATION
      OF EMPLOYMENT 

     

    
      	
              4.1

            	
              Termination
                by the Corporation for Just Cause


            


    

     

    
      	 	
              (a)

            	
              The
                Corporation may, at any time, immediately terminate the Employee's
                employment for Just Cause by giving written notice setting forth
                the
                nature of the Just Cause.

            


    

     

    
      	 	
              (b)

            	
              The
                Employee may terminate employment with the Corporation for any reason
                upon
                sixty (60) days' written notice.

            


    

     

    
      	 	
              (c)

            	
              If
                the Employee's employment is terminated either by the Corporation
                for Just
                Cause, the Corporation shall pay to the Employee, within five (5)
                business
                days following the Date of Termination, the amount of unpaid Annual
                Salary
                to and including the Date of Termination, plus all outstanding vacation
                pay and expense reimbursements (in each case less applicable withholdings
                and deductions).

            


    

     

    
      	
              4.2

            	
              Termination
                by the Corporation Without Just
                Cause

            


    

     

    
      	 	
              (a)

            	
              The
                Corporation may, in its absolute discretion, immediately terminate
                the
                Employee's employment at any time without Just Cause, for any
                reason.

            


    

     

    
      	 	
              (b)

            	
              If
                the Employee's employment is terminated either by the Corporation
                without
                Just Cause or by the Employee for Good Reason, then the Corporation
                shall
                pay to the Employee, less statutory
                withholdings:

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -5-


     

    
      	 	
              (i)

            	
              the
                amount of unpaid Annual Salary to and including the Date of Termination,
                

            


    

     

    
      	 	
              (ii)

            	
              all
                outstanding vacation pay and expense reimbursements,
                and

            


    

     

    
      	 	
              (iii)

            	
              within
                five (5) business days of receipt of an executed release, the Severance
                Amount. 

            


    

     

    
      	 	
              (iv)

            	
              In
                the event that there is a change in control resulting in termination,
                the
                Severance Amount shall be deemed to be 12 months of base
                salary.

            


    

     

    
      	
              4.3

            	
              Payment
                of Termination Amount

            


    

     

    The
      Severance Amount payable to the Employee pursuant to Sections 4.2(b) shall
      not
      be reduced in any respect in the event that the Employee shall secure or shall
      not reasonably pursue alternative employment following the termination of the
      Employee's employment.

     

    
      	
              4.4

            	
              Resignation
                from Offices and
                Directorships

            


    

     

    Effective
      on the Date of Termination, the Employee shall resign from all offices in the
      Corporation and shall not be entitled to receive any payment or compensation
      for
      loss of office or otherwise by reason of the resignation. 

     

    
      	
              4.5

            	
              Options
                

            


    

     

    In
      the
      event of termination of the Employee's employment, any options granted under
      the
      terms of the Stock Option Plan must be exercised in accordance with and shall
      expire in accordance with the Stock Option Plan. 

     

    
      	
              4.6

            	
              Return
                of Property

            


    

     

    On
      the
      Date of Termination, the Employee shall promptly surrender to the Corporation
      all information in whatever form (including all Confidential Information) and
      any other documents, materials, data, property, information and equipment
      belonging to the Corporation or relating to the Corporation's business in his
      possession, custody or control, and the Employee shall not thereafter retain
      or
      deliver to any other Person any of the foregoing or any summary or memorandum
      thereof.

     

     

     

    ARTICLE
      5

    CONFIDENTIALITY
      AND NON-COMPETITION

     

    
      	
              5.1

            	
              Confidentiality

            


    

     

    
      	 	
              (a)

            	
              During
                the period of employment with the Corporation and at any time thereafter,
                the Employee shall receive and hold all Confidential Information
                absolutely secret, undisclosed, in trust and in confidence, and shall
                comply with the Corporation's policies and guidelines and use best
                efforts
                for the protection of Confidential
                Information.

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -6-


     

    
      	 	
              (b)

            	
              The
                Employee shall not reveal or disclose to any Person outside the
                Corporation or use for Employee's own benefit, whether by private
                communication or by public address or publication or otherwise, any
                Confidential Information without the Corporation's specific written
                authorization or except as required by a mandatory provision of applicable
                law, provided
                however, that
                prior to any unauthorized use or disclosure of Confidential Information
                that is required by law, the Employee shall give the Corporation
                reasonable prior notice of any disclosure of Confidential Information
                required by law and, if requested by the Corporation, shall use reasonable
                efforts to obtain a protective order or similar protection for the
                Corporation and shall permit and cooperate with any effort by the
                Corporation to obtain such an order. The Employee shall take such
                action
                as is reasonably necessary to ensure that no other employee, agent,
                contractor or associate of the Corporation, or any family member
                of the
                Employee or other person discloses or permits the disclosure of any
                Confidential Information.

            


    

     

    
      	 	
              (c)

            	
              All
                originals, copies and other forms of Confidential Information, however
                and
                whenever produced, shall be the sole property of the Corporation,
                not to
                be removed from the premises or custody of the Corporation, except
                in the
                normal course of business.

            


    

     

    
      	
              5.2

            	
              Non-Competition

            


    

     

    
      	 	
              (a)

            	
              The
                Employee agrees that for a period of time commencing on the Date
                of
                Termination and extending for twelve (12) months (the "Period"),
                the
                Employee shall not be employed by, consult for, act as an officer
                or
                director for or provide services to any Person which has an interest
                in or
                seeks to gain an interest in the Protected Interests.
                

            


    

     

    
      	 	
              (b)

            	
              During
                the Period, the Employee shall not directly or indirectly solicit
                or
                attempt to solicit any employee of the Corporation with a view of
                having
                that employee resign his or her employment to accept employment with
                any
                other Person.

            


    

     

    
      	 	
              (c)

            	
              Nothing
                contained in this Article 5 shall prohibit the Employee from being
                involved as an investor or shareholder in securities issued by
                corporations that have, or seek to have, an interest in the Protected
                Interests where such investment constitutes not more than 5% of the
                outstanding securities of a corporation whose shares are traded on
                a
                national security exchange, so long as the Employee has no participation
                in the management of such business or
                corporation.

            


    

     

    
      	
              5.3

            	
              Acknowledgement

            


    

     

    The
      Employee acknowledges and agrees that:

     

    
      	 	
              (a)

            	
              As
                a result of the acquisition of Confidential Information, the Employee
                will
                occupy a position of trust and confidence with the Corporation and
                its
                Affiliates and Associates and the Employee's position of trust and
                knowledge of Confidential Information would enable the Employee to
                put the
                Corporation at a significant competitive disadvantage if the Employee
                breaches the restrictions in this
                Article 5;

            


    

     

    
      	 	
              (b)

            	
              The
                Employee hereby confirms and agrees that the covenants and restrictions
                contained in this Article 5 are reasonable and valid and are each
                of a
                special, unique and extraordinary character, the breach or abrogation
                of
                which cannot be adequately compensated by damages in an action at
                law. The
                Employee further acknowledges and agrees that the Corporation would
                suffer
                irreparable injury in the event of any breach by the Employee of
                his
                obligations under any such covenant or restriction and it shall be
                reasonable for the Corporation to seek injunctive and/or other equitable
                relief to prevent or rectify any breach or threatened breach of the
                covenants and restrictions in this Article 5 and that the Corporation
                seeking such equitable relief shall be in addition to, and not in
                substitution for, any other remedies or actions available to the
                Corporation at law or in equity.

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -7-


     

    
      	 	
              (c)

            	
              Any
                breach of this Article 5 shall constitute grounds for termination of
                the Employee's employment for Just
                Cause.

            


    

     

    
      	
              5.4

            	
              Survival

            


    

     

    Notwithstanding
      the termination of this Agreement and the Employee's employment, the provisions
      of this Article 5 shall survive such termination and be continuing
      obligations.

     

    ARTICLE
      6

    GENERAL

     

    
      	
              6.1

            	
              Enurement

            


    

     

    This
      Agreement shall enure to the benefit of and be binding upon the Corporation,
      its
      successors and permitted assigns. 

     

    
      	
              6.2

            	
              Notices

            


    

     

    Any
      notice required or permitted to be given under this Agreement shall be in
      writing and shall be properly given if delivered personally, by telecopy, by
      prepaid courier service or by certified or prepaid registered mail, addressed
      as
      follows (or to such other address provided by one party to the other
      party):

     

    
      	
              Employee:

            	
              Shaun
                Toker

               

            
	
              Corporation:

            	
              Suite
                1250, 521 Third Avenue S.W.

              Calgary,
                Alberta T2P 3T3

              Attn:
                President

               

            


    

    Any
      such
      notice shall be deemed to be received (i) on the date of delivery, if
      delivered by hand, (ii) one (1) business day after delivery, if delivered
      by courier, (iii) one (1) business day following receipt of an appropriate
      electronic confirmation, if sent by telecopy, and (iv) five (5) business
      days following the date of mailing, if mailed.

     

    
      	
              6.3

            	
              Governing
                Law

            


    

     

    This
      Agreement shall be governed by and construed in accordance with the laws in
      force in the Province of Alberta and the parties attorn to the jurisdiction
      of
      the courts of the Province of Alberta.

     

    
      	
              6.4

            	
              Entire
                Agreement

            


    

     

    This
      Agreement shall constitute the entire agreement between the Employee and the
      Corporation in respect of the matters set forth herein. Except as otherwise
      specified herein or in writing by the Corporation after the date hereof, to
      the
      extent of any conflict or inconsistency between the terms of this Agreement
      and
      any other agreement or document between the Employee and the Corporation or
      otherwise related to the Employee's employment with the Corporation, this
      Agreement shall govern to the extent of such inconsistency or
      conflict.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -8-


     

    
      	
              6.5

            	
              Severability

            


    

     

    The
      provisions of this Agreement shall be deemed severable. If any provision of
      this
      Agreement shall be held unenforceable by any court of competent jurisdiction,
      such provision shall be modified to the extent necessary to be enforceable,
      and
      the remaining provisions shall remain in full force and effect.

     

    
      	
              6.6

            	
              Amendments
                and Waivers

            


    

     

    All
      modifications, amendments and supplements to this Agreement must be made in
      writing and signed by both parties. No waiver by any party hereto of any
      provision hereof or of any breach of this Agreement shall be effective or
      binding unless such waiver is in writing, and any such waiver shall not limit
      or
      affect such party's rights with respect to any future breach.

     

    
      	
              6.7

            	
              Counterparts

            


    

     

    This
      Agreement may be signed in two (2) counterparts, each of which shall be deemed
      an original and both of which shall together constitute the same
      instrument.

     

    
      	
              6.8

            	
              Legal
                Advice

            


    

     

    The
      Employee acknowledges having had the opportunity to seek independent legal
      advice in connection with negotiation and execution of this
      Agreement.

     

    IN
      WITNESS WHEREOF this Agreement has been executed by the parties
      hereto:

     

    
      	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	    
	 	    

	
              Witness
                to the signature of

            	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    


    SCHEDULE
      "A"

    BONUS

    


    


    The
      Employee shall be eligible to receive an annual Bonus, calculated based upon
      the
      following criteria:

    
      	 	
              1)

            	
              Net
                asset value

            


    

    
      	 	
              2)

            	
              Stock
                market share price

            


    

    
      	 	
              3)

            	
              Finding
                and development costs

            


    

    
      	 	
              4)

            	
              Cash
                flow per share

            


    

    
      	 	
              5)

            	
              Production
                growth

            


      	 	6)	Discretionary component.  



     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    



    


    SCHEDULE
      "B"

    PERQUISITES

    


    


    The
      Employee shall be entitled to receive the following Perquisites during the
      term
      of employment under this Agreement:

    


    
      	
              1.

            	
              Reimbursement
                for the monthly cost of parking; 

            


    

    


    
      	
              2.

            	
              Reimbursement
                of annual professional dues.