EXHIBIT 10.6



                     PRIVATE PLACEMENT AGENCY AGREEMENT WITH
            CANACCORD INTERNATIONAL LTD. DATED AS OF MARCH 22, 2001
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GASCO ENERGY, INC. PRIVATE PLACEMENT AGENCY AGREEMENT

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THIS AGREEMENT dated for reference March 22, 2001, is made

BETWEEN

                  GASCO ENERGY, INC., a corporation  incorporated under the laws
                  of  Nevada,  having  an  office at 14  Inverness  Drive  East,
                  Building H, Suite 236, Englewood, Colorado, U.S.A. 80112

                                                                 (the "Issuer");

AND

                  CANACCORD INTERNATIONAL LTD., a corporation incorporated under
                  the laws of  Barbados,  of Valle Verde,  No. 1 Lancaster,  St.
                  James, Barbados, West Indies

                                                                  (the "Agent").

WHEREAS:

A.                The  Issuer  wishes  to privately  place with purchasers up to
1,400,000  common shares in the capital stock of the Issuer (the  "Shares") at a
price of USD 3.00 per share;

B.                The  Issuer  wishes to  appoint  the Agent to  distribute  the
Shares,  and the Agent is willing to accept  such  appointment  on the terms and
conditions of this Agreement;


THE PARTIES to this Agreement therefore agree:


1.                DEFINITIONS

In this Agreement and the Recitals hereto:

            (a)   "Agent's Fee" has the meaning defined in Section 4;

            (b)   "Applicable Legislation" means the U.S. Securities Act and all
                  applicable state blue sky laws,  together with the regulations
                  and   rules   made   and   promulgated   thereunder   and  all
                  administrative policy statements,  blanket orders and rulings,
                  notices,  and other  administrative  directions  issued by the
                  Regulatory Authorities;

            (c)   "Closing"  means  a day  or  days  Shares  are  issued  to the
                  Purchasers;

            (d)   "Directed Selling Efforts" means "directed selling efforts" as
                  defined in Regulation S;

            (e)   "Exchange"  means the NASD OTC  Bulletin  Board in the  United
                  States;

            (f)   "Exchange  Policies"  means  the  rules  and  policies  of the
                  Exchange;


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            (g)   "Exemptions"  means the  distribution of the Shares,  effected
                  without the  requirement  of  compliance  with the  prospectus
                  requirements of the Applicable Legislation, with non-residents
                  of Canada and the United States;

            (h)   "Final  Closing"  means the last  closing  under  the  Private
                  Placement;

            (i)   "First  Closing"  means the first  closing  under the  Private
                  Placement;

            (j)   "Material Change" means a change in the business,  operations,
                  assets or  ownership  of the Issuer that would  reasonably  be
                  expected to have a  significant  effect on the market price or
                  value of any of the  securities of the Issuer,  and includes a
                  decision  to   implement   that  change  made  by  (i)  senior
                  management of the Issuer who believe that  confirmation of the
                  decision by the  directors is probable,  or (ii) the directors
                  of the Issuer;

            (k)   "Material Fact" means a fact that  significantly  affects,  or
                  could  reasonably  be expected to  significantly  affect,  the
                  market price or value of the Shares;

            (l)   "Misrepresentation" means (i) an untrue statement of a
                  material fact, or (ii) an omission to state a material fact
                  that is required to be stated or necessary to prevent a
                  statement that is made from being false or misleading in the
                  circumstances in which it was made;

            (m)   "Private  Placement"  means the  offering of the Shares on the
                  terms and conditions of this Agreement;

            (n)   "Public  Record" means all documents  filed by the Issuer with
                  the  Regulatory   Authorities   pursuant  to  the  prospectus,
                  continuous  disclosure and proxy solicitation  requirements of
                  the Applicable  Legislation,  including without limitation all
                  press  releases,  material change  reports,  prospectuses  and
                  financial  statements including the Annual Report on Form 10-K
                  for the fiscal  year ending  December  31, 2000 filed on March
                  29, 2001;

            (o)   "Purchasers" means purchasers of Shares;

            (p)   "Regulation S" means  Regulation S promulgated  under the U.S.
                  Securities Act;

            (q)   "Regulatory  Authorities"  means the  Securities  and Exchange
                  Commission and the National Association of Securities Dealers;

            (r)   "Securities"  and "Shares" mean the shares in the common stock
                  of the Issuer offered in accordance with this Agreement;

            (s)   "Substantial  U.S. Market  Interest" means  "substantial  U.S.
                  market interest" as defined in Regulation S;

            (t)   "United States" has the meaning defined in Regulation S;

            (u)   "U.S. Person" has the meaning defined in Regulation S; and

            (v)   "U.S.  Securities Act" means the United States  Securities Act
                  of 1933, as amended.


2.                APPOINTMENT OF AGENT

The Issuer  appoints the Agent as its exclusive  agent and the Agent accepts the
appointment and agrees to act as the agent of the Issuer to use its commercially
reasonable  efforts to find and introduce to the Issuer potential  purchasers to
purchase up to 1,400,000  common  shares in the capital stock of the Issuer at a
price of USD 3.00 per share by way of private placement under the Exemptions.


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3.                THE SHARES

The Shares will be in form and substance  satisfactory  to the Agent and will be
registered in the names of the Purchasers or their nominees.


4.                AGENT'S FEE

4.1               In consideration of the services  performed by the Agent under
this Agreement, the Issuer agrees to pay to the Agent on each Closing a fee (the
"Agent's  Fee")  consisting of a cash payment equal to 5% of the gross  proceeds
received by the Issuer from the sale of the Shares on such Closing.

4.2               In addition to the fee set out in  Subsection  4.1, the Issuer
will also pay to the Agent a corporate  finance fee (the "Corporate Fee") of USD
5,000 per month for 12 months  commencing upon First Closing.  The Corporate Fee
compensates  the Agent for its fiscal agency costs,  and the Agent will continue
to provide fiscal advice,  assistance  with  contacts,  road shows,  and related
financial services during that period.


5.                OFFERING RESTRICTIONS

5.1               The Agent will sell the Shares only to persons  who  represent
themselves as being persons:

            (a)   resident  in  jurisdictions  outside  of Canada and the United
                  States where the Shares may lawfully be offered for sale;

            (b)   who are  purchasing  as  principal,  or are  deemed  by law or
                  discretionary order to be purchasing as principal;

            (c)   who are qualified to purchase the Shares under the  Exemptions
                  applicable to the Shares; and

            (d)   who are not U.S Persons or in the United States.

5.2               Neither the  Issuer,  the Agent,  nor any of their  respective
affiliates, nor any person acting on behalf of any of the foregoing, has offered
or sold or will offer or sell any of the  Securities  in the United States or to
U.S.  Persons,  or has engaged in or will engage in  Directed  Selling  Efforts,
which  include but are not limited to any  activity  for the purpose of, or that
could reasonably be expected to have the effect of,  conditioning the market for
the Securities in the United States.

5.3               The Private  Placement has not been and will not be advertised
in any way.

5.4               No selling or promotional expenses will be paid or incurred in
connection with the Private Placement,  except for professional  services or for
services performed by a registered dealer.

5.5               Promptly following the Final Closing,  the Issuer will prepare
and file or cause to be prepared and filed a registration statement covering the
resale of the Shares, which registration statement will have the legal effect of
allowing  the  Purchasers  to resell  all or part of the  Shares  in the  United
States.  The failure of the Issuer to effect the  registration of the Shares for
resale by the 120th day  following  the First  Closing will result in the Issuer
issuing to the  Purchasers an additional  0.1 share of its common stock for each
of the Shares purchased by the Purchasers in the Private Placement. Assuming the
First  Closing  takes place on May 4, 2001,  then the Issuer will be required to
effect  the  registration  of  the  Shares  by  September  1,  2001.  The  Agent
acknowledges  that  the  Issuer  is  under  a  similar  obligation  to  register
approximately  9,000,000 other of its  outstanding  shares of common stock at or
about the same time as this obligation to register the Shares. The effect of the
registration  obligations of the Issuer,  when  satisfied,  will be that, of the
expected  approximately  25,000,000  shares to be issued and  outstanding  on or
about May 2, 2001  approximately  11.8 million  shares will be able to be freely
resold in the United States public markets.  The Issuer makes no representations
concerning  the  effect  or lack of  effect of this  large  number  of  publicly
tradeable shares on the market for the Issuer's shares. For the purposes of this
section,  "Shares"  includes


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any  securities of the Issuer or any  successor  which may be issued in exchange
for the  Shares  pursuant  to any  merger,  consolidation,  stock  split,  stock
dividend, recapitalization of the Issuer or otherwise.

5.6               The  Issuer  agrees  that it will  not,  without  the  written
consent  of the  Agent,  effect the  registration  of any of its  common  shares
including  the  common  shares  that  were  issued  to  Pannonian  Energy,  Inc.
shareholders  pursuant to the Agreement and Plan of  Reorganization  between the
Issuer,  Nampa Oil & Gas Ltd. and Pannonian Energy,  Inc. dated January 31, 2001
(the "Pannonian Merger  Agreement")  except as set out in Table 3 of the Amended
and Restated  Financing  Agreement  between Wet Coast  Management  Corp. and the
Issuer dated for reference April 1, 2001.

5.7               Before  each  Closing,  the Issuer and the Agent will take all
reasonable steps necessary to ensure compliance with the Exemptions.

5.8               The  Agent  will  comply  with  all  applicable  laws  of  the
jurisdictions in which it assists in soliciting or procuring  subscriptions  for
the Shares and will not assist in  soliciting  or  procuring  subscriptions  for
Shares so as to require the  registration  thereof or the filing of a prospectus
with respect thereto under the laws of any jurisdiction.


6.                USE OF PROCEEDS

6.1               The  Issuer  will  use  the net  proceeds  from  this  Private
Placement primarily to assist the Issuer in the development and consolidation of
the Issuer's  leasehold  position in the  Riverbend  Project area located in the
Uintah Basin in Utah.


7.                EMPLOYMENT AGREEMENTS

7.1               During the period from the date of reference of this Agreement
to the date which is 12 months following the Final Closing,  the Issuer will not
enter  into  any   employment,   consulting   or   compensation   agreements  or
arrangements,  whether written or oral, with Marc Bruner or Mark Erickson unless
such agreements or arrangements are approved in advance by the Agent.


8.                SUBSCRIPTIONS

8.1               The  Agent  will use its best  efforts  to  obtain  from  each
Purchaser  introduced by the Agent, and deliver to the Issuer,  on or before the
Closing duly completed and signed subscriptions in the form attached as Schedule
"A" or in such other form  consented to by the Issuer and the Agent and executed
by the Purchaser.

8.2               The Issuer will accept each  properly  completed  subscription
agreement tendered by the Agent, unless:

            (a)   the subscriber thereunder would, by virtue of the issue of the
                  shares  subscribed  for,  become  a  "control  person"  of the
                  Issuer, with the meaning of the Applicable Legislation; or

            (b)   the Issuer's directors determine,  acting reasonably,  that it
                  would  not be in the best  interests  of the  Issuer to accept
                  such subscription.


9.                FILINGS WITH THE REGULATORY AUTHORITIES

9.1               The Issuer will comply with all  requirements  of the Exchange
for notice of the terms of this Agreement and the proposed Private Placement and
all other  information  required by the Exchange  Policies (the  "Notice").  The
Issuer will  forthwith  provide the Agent and its  solicitor  with a copy of the
Notice.


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9.2               After  the   Closing,   the  Issuer  will  file  all  required
documents,  pay all required filing fees and take all other actions  required by
the Exchange  Policies to fulfill all  conditions  upon  listing  imposed by the
Exchange, with all possible dispatch.


10.               CLOSING

10.1              In this Section:

            (a)   "Certificates" means certificates representing the Shares sold
                  on the  Closing  in the  names  and  denominations  reasonably
                  requested by the Purchasers; and

            (b)   "Proceeds"  means the gross  proceeds of the sale of Shares on
                  the Closing, less:

                    (i)    the Agent's Fee;

                   (ii)    the  expenses  of the  Agent in  connection  with the
                           Private  Placement  which  have not been  paid by the
                           Issuer;

                  (iii)    any  amount  which has been  attached  by  garnishing
                           order or other form of attachment; and

                   (iv)    any amount paid  directly to the Issuer by purchasers
                           in connection with the Private Placement.

10.2              The  Closing  will take place in one or more  closings on such
day as may be selected by the Agent and the Issuer, each acting reasonably.

10.3              The  Issuer  will,  on each  Closing,  issue and  deliver  the
Certificates to the Agent, or at the Agent's request, to the Purchasers, against
payment of the Proceeds.


11.               CONDITIONS OF CLOSING

11.1              The   obligations  of  the  Agent  on  each  Closing  will  be
conditional upon the following:

            (a)   the Issuer will take all necessary  corporate  action in order
                  to validly create, issue and sell the Shares;

            (b)   the Issuer will make all necessary filings, if any, and obtain
                  all necessary approvals, if any, in the United States in order
                  to issue and sell the Shares to the  Purchasers  and to ensure
                  that  such  issuance  and sale  will not be  subject  to or be
                  exempt  from the  prospectus  requirements  of the  Applicable
                  Legislation;

            (c)   the  Issuer's  outstanding  common  shares  will be listed and
                  posted for trading on the Exchange,  subject in each case only
                  to  conditions  which by their  nature  may only be  fulfilled
                  after the Closing;

            (d)   the Agent will be satisfied, in its sole discretion,  with the
                  results of its  investigation  of the  business and affairs of
                  the Issuer;

            (e)   on each Closing,  the Issuer will deliver to the Agent and its
                  solicitors  favourable  opinions  of the  Issuer's  solicitors
                  dated as of the date of the Closing,  as to all legal  matters
                  reasonably   requested   by   the   Agent   relating   to  the
                  incorporation  of  the  Issuer  and  its  Subsidiaries,  their
                  respective  businesses and the creation,  issuance and sale of
                  the  Securities,  satisfactory  in form and  substance  to the
                  Agent;


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            (f)   on each Closing,  the Issuer will deliver to the Agent and its
                  solicitors such certificates of its officers,  comfort letters
                  or opinions of its auditors,  and other documents  relating to
                  the  Private  Placement  or the  affairs  of the Issuer as the
                  Agent or its solicitors may reasonably  request,  satisfactory
                  in form and substance to the Agent;

            (g)   each  representation  and  warranty of the Issuer  herein will
                  continue  to be true,  and the Issuer  will  perform or comply
                  with  all  of  its  covenants,   agreements  and   obligations
                  hereunder;

            (h)   receipt of all required  regulatory approval for or acceptance
                  of the Private Placement;

            (i)   the Issuer will have appointed a Chief  Financial  Officer and
                  the Agent will have been  satisfied,  in its sole  discretion,
                  with the selection of such Chief Financial Officer; and

            (j)   the removal or partial  revocation  of any cease trading order
                  or trading  suspension made by any competent  authority to the
                  extent necessary to complete the Private Placement.

11.2              The  conditions  set out in  Subsection  11.1 are for the sole
benefit of the Agent and may be waived by the Agent in whole or in part.


12.               MATERIAL CHANGES

12.1              If,  between the date of this Agreement and the Final Closing,
a Material Change, or a change in a Material Fact occurs, the Issuer will:

            (a)   as soon as  practicable  notify the Agent in writing,  setting
                  forth the particulars of such change;

            (b)   as soon as  practicable,  issue and file  with the  Regulatory
                  Authorities  a press  release that is  authorized  by a senior
                  officer disclosing the nature and substance of the change;

            (c)   as soon as practicable  file with the  Regulatory  Authorities
                  the report required by Applicable Legislation and in any event
                  no later  than 10 days  after  the date on  which  the  change
                  occurs; and

            (d)   provide  copies of that press release,  when issued,  and that
                  report, when filed, to the Agent and its solicitors.

12.2              If the  Issuer is  uncertain  as to  whether  there has been a
Material  Change,  or a change in a Material Fact, it will promptly  provide the
Agent with full  particulars  of the event giving rise to the  uncertainty,  and
will  consult  with the Agent as to whether  such event  constitutes  a Material
Change, or a change in a Material Fact.


13.               TERMINATION

13.1              The Agent may terminate its  obligations  under this Agreement
by notice in writing to the Issuer at any time before the Final Closing if:

            (a)   an adverse Material Change, or an adverse change in a Material
                  Fact relating to any of the Securities, occurs or is announced
                  by the Issuer;

            (b)   there is an event or accident,  or enactment of a governmental
                  law or regulation, or other occurrence of any nature which, in
                  the opinion of the Agent,  seriously affects or will seriously
                  affect the financial markets, or the business of the Issuer or
                  its  Subsidiaries  or the  ability of the Agent to perform its
                  obligations under this Agreement, or a Purchaser's decision to
                  purchase the Shares;


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            (c)   following a consideration of the history, business,  products,
                  property  or  affairs  of the  Issuer  or its  principals  and
                  promoters,  or of  the  state  of  the  financial  markets  in
                  general,   or  the  state  of  the  market  for  the  Issuer's
                  securities in particular,  the Agent  determines,  in its sole
                  discretion,  that it is not in the interest of the  Purchasers
                  to complete the purchase and sale of the Shares;

            (d)   the  Securities  cannot,  in  the  opinion  of the  Agent,  be
                  marketed  due to the state of the  financial  markets,  or the
                  market for the Shares in particular;

            (e)   an enquiry or  investigation  (whether  formal or informal) in
                  relation to the Issuer, or the Issuer's directors, officers or
                  promoters,  is  commenced  or  threatened  by  an  officer  or
                  official of any competent authority;

            (f)   any order to cease,  halt or  suspend  trading  (including  an
                  order  prohibiting  communications  with  persons  in order to
                  obtain  expressions  of  interest)  in the  securities  of the
                  Issuer  prohibiting  or restricting  the Private  Placement is
                  made by a  competent  regulatory  authority  and that order is
                  still in effect;

            (g)   the  Issuer  is  in  breach  of  any  material  term  of  this
                  Agreement; or

            (h)   the  Agent  determines  that  any  of the  representations  or
                  warranties  made by the Issuer in this  Agreement  is false or
                  has become false.

13.2              The Agent's obligations  hereunder will terminate if the First
Closing  does  not  take  place  within  90 days of the  reference  date of this
Agreement, unless otherwise agreed in writing by the Agent.


14.               WARRANTIES, REPRESENTATIONS AND COVENANTS

14.1              The Issuer  warrants and  represents to and covenants with the
Agent that:

            (a)   the Issuer is a validly existing corporation duly incorporated
                  and in good  standing  under the laws of  Nevada,  and all the
                  subsidiaries  of the  Issuer  ("Subsidiaries")  are  valid and
                  subsisting  corporations duly  incorporated  under the laws of
                  their respective jurisdictions of incorporation;

            (b)   pursuant to the  Pannonian  Merger  Agreement,  the Issuer has
                  acquired and is the registered and beneficial  owner of all of
                  the issued and outstanding  shares of Pannonian  Energy,  Inc.
                  and Pannonian Energy, Inc. is a wholly-owned Subsidiary of the
                  Issuer;

            (c)   the  Issuer  and  its  Subsidiaries  each  hold  all  material
                  licences  and permits  that are required for carrying on their
                  respective  businesses in the manner and in the  jurisdictions
                  in which such businesses are presently being carried on;

            (d)   the Issuer and its Subsidiaries  each have the corporate power
                  and  capacity to own their assets and to carry on the business
                  presently carried on by them;

            (e)   the authorized  and issued  capital of the Issuer  consists of
                  the number of common  shares  disclosed in the Public  Record,
                  and all of the shares shown in the Public Record as issued are
                  issued and outstanding as fully paid and  non-assessable as at
                  the date hereof;

            (f)   the Issuer will reserve or set aside sufficient authorized but
                  unissued  shares to issue the Shares  and the  Shares  will be
                  duly and validly issued as fully paid and non-assessable;

            (g)   the minute  books of the  Issuer  contain  all  records of the
                  proceedings  of  the  meetings  of  the  Issuer's   directors,
                  shareholders and committees of directors since incorporation;


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            (h)   the minute books of the  Subsidiaries  contains all records of
                  the   proceedings   of  the  meetings  of  the   Subsidiaries'
                  directors,  shareholders  and  committees  of directors  since
                  their respective dates of incorporation;

            (i)   the Issuer is the beneficial owner of the material  businesses
                  and  assets or the  interests  in the  businesses  and  assets
                  referred to in the Public  Record as being owned by the Issuer
                  or its Subsidiaries, and all agreements by which the Issuer or
                  a  Subsidiary  holds or may earn an  interest in a business or
                  asset are in good standing according to their terms;

            (j)   the Public Record,  taken as a whole,  is true and complete in
                  all material respects and each document included in the Public
                  Record  was  prepared  in  accordance   with  the   securities
                  legislation  and  rules  applicable  thereto  and was true and
                  correct  and  contained  no  misrepresentation  as at the date
                  thereof;

            (k)   the  Issuer  is  a  "reporting   company"  under  the  federal
                  securities  legislation  of the  United  States  and is not in
                  default of any of the  requirements  thereof or the regulation
                  and rules made thereunder;

            (l)   the  Issuer's  outstanding  common  shares  are  approved  for
                  quotation on the NASD OTC Bulletin Board;

            (m)   the audited financial  statements of the Issuer for its fiscal
                  years ended December 31, 1999 and 2000 (the "Audited Financial
                  Statements)  have been  prepared  in  accordance  with  United
                  States   generally   accepted   accounting   principles,   and
                  accurately  reflect the  financial  position  and all material
                  liabilities  (accrued,  absolute,  contingent or otherwise) of
                  the Issuer on a consolidated basis as at the date thereof;

            (n)   the unaudited financial  statements of the Issuer for the nine
                  month period ended September 30, 2000 (the "Interim  Financial
                  Statements")  have been  prepared  in  accordance  with United
                  States generally accepted accounting principles and accurately
                  reflect the  financial  position and all material  liabilities
                  (accrued, absolute,  contingent or otherwise) of the Issuer as
                  at the date thereof;

            (o)   the unaudited  financial  statements of Pannonian Energy, Inc.
                  dated  March 31,  2001 and  provided to the Agent on April 27,
                  2001 have been  prepared  in  accordance  with  United  States
                  generally  accepted   accounting   principles  and  accurately
                  reflect the  financial  position and all material  liabilities
                  (accrued,  absolute,  contingent  or  otherwise)  of Pannonian
                  Energy, Inc. as at the date thereof;

            (p)   there have been no adverse  material  changes in the financial
                  position of the Issuer since the date of the Audited Financial
                  Statements,  except as recorded in the books of the Issuer and
                  fully and plainly disclosed in the Public Record;

            (q)   since the date of the Audited Financial Statements,  there has
                  been no damage, loss or other change of any kind whatsoever in
                  circumstances  materially  affecting the business or assets of
                  the  Issuer  or any  of its  Subsidiaries,  or  the  right  or
                  capacity of the Issuer or any of its  Subsidiaries to carry on
                  its business;

            (r)   all  of  the  material  transactions  of the  Issuer  and  its
                  Subsidiaries have been promptly and properly recorded or filed
                  in or  with  the  books  or  records  of  the  Issuer  or  its
                  Subsidiaries;

            (s)   with the exception of the Memorandum of Understanding  between
                  the Issuer and New Energy  West  Corporation  dated  March 26,
                  2001,  all of the  material  contracts  of the  Issuer and its
                  Subsidiaries  are  described  in the Public  Record and are in
                  good standing in all material respects, and neither the Issuer
                  nor any of its  Subsidiaries  is in  default  in any  material
                  respect thereof, and the Issuer is not aware of any default in
                  any material respect by any other party to such contracts;


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            (t)   the  Issuer  has  complied  and  will  comply  fully  with the
                  requirements of all applicable  corporate and securities laws,
                  and all applicable Nevada corporate legislation in relation to
                  the issue of the Shares,  and in all  matters  relating to the
                  Private Placement;

            (u)   the issue and sale of the  Securities  by the Issuer  does not
                  and will not conflict  with,  and does not and will not result
                  in a  breach  of,  any  of  the  terms  of  its  incorporating
                  documents or any  agreement or  instrument to which the Issuer
                  is a party;

            (v)   neither the Issuer nor any of its Subsidiaries is party to any
                  actions,  suits,   proceedings  or  arbitrations  which  could
                  materially  affect the business or financial  condition of the
                  Issuer, taken as a whole, and, to the best of the knowledge of
                  the  Issuer,   no  such   actions,   suits,   proceedings   or
                  arbitrations are contemplated or have been threatened;

            (w)   there  are  no  judgments  against  the  Issuer  or any of its
                  Subsidiaries which are unsatisfied,  nor are there any consent
                  decrees  or  injunctions  to which  the  Issuer  or any of its
                  Subsidiaries is subject;

            (x)   to the best of the Issuer's knowledge,  neither the Issuer nor
                  any of its  Subsidiaries  is in breach of any law,  ordinance,
                  statute,  regulation,  bylaw,  order  or  decree  of any  kind
                  whatsoever  which breach would have a material  adverse effect
                  on the financial position, business or prospects of the Issuer
                  on a consolidated basis;

            (y)   this  Agreement  has been  duly  authorized  by all  necessary
                  corporate  action on the part of the Issuer and the Issuer has
                  full  corporate  power and  authority to undertake the Private
                  Placement;

            (z)   there  is not  presently,  and will  not be  until  the  Final
                  Closing,  any material change relating to the Issuer which has
                  not been or will not be fully disclosed in the Public Record;

            (aa)  no order ceasing,  halting or suspending trading in securities
                  of the Issuer or prohibiting  the sale of such  securities has
                  been  issued to and is  outstanding  against the Issuer or, to
                  the  best  of the  knowledge  of the  Issuer,  its  directors,
                  officers or promoters and, to the best of the knowledge of the
                  Issuer, no investigations or proceedings for such purposes are
                  pending or threatened;

            (bb)  except as  disclosed in the Public  Record,  no person has any
                  right, agreement or option,  present or future,  contingent or
                  absolute,  or any  right  capable  of  becoming  such a right,
                  agreement or option,  for the issue or allotment of any shares
                  in the capital of the Issuer or any other security convertible
                  into or  exchangeable  for any such shares,  or to require the
                  Issuer to  purchase,  redeem or  otherwise  acquire any of the
                  issued and outstanding shares in its capital;

            (cc)  the Issuer and each of its Subsidiaries has filed all federal,
                  state,  local and foreign tax returns which are required to be
                  filed, or has requested  extensions thereof,  and has paid all
                  taxes  required to be paid and any other  assessment,  fine or
                  penalty  levied  against  it,  to the  extent  that any of the
                  foregoing  is due and  payable,  except for such  assessments,
                  fines and  penalties  which are currently  being  contested in
                  good faith;

            (dd)  there are no liens for  taxes on the  assets of the  Issuer or
                  any of its  Subsidiaries  except  for taxes  not yet due,  and
                  there are no audits of any of the tax returns of the Issuer or
                  any  of its  Subsidiaries  which  are  known  by the  Issuer's
                  management  to be pending,  and there are no claims which have
                  been or may be  asserted  relating  to any  such  tax  returns
                  which, if determined adversely,  would result in the assertion
                  by any governmental  agency of any deficiency which would have
                  a  material  adverse  effect on the  properties,  business  or
                  assets of the Issuer on a consolidated basis;

            (ee)  this  Agreement  will be upon  execution  and  delivery by the
                  Issuer,  a legal,  valid and binding  agreement of the Issuer,
                  enforceable  against the Issuer in accordance  with its terms,
                  subject  only  to  customary   qualifications   regarding  the
                  availability of equitable remedies;


lxs\lxs01411\2\March 22, 2001

<PAGE>

                                      -10-

            (ff)  the Issuer or its  Subsidiaries own or are entitled to use all
                  material  patents,  trademarks,  service  marks,  trade names,
                  copyrights, trade secrets, information, proprietary rights and
                  processes necessary for the business of the Issuer and each of
                  its  Subsidiaries  as  now  conducted  and as  proposed  to be
                  conducted,  without any conflict with or  infringement  of the
                  rights of others;

            (gg)  neither the Issuer nor any of its  Subsidiaries  has  received
                  any  communication  alleging that the Issuer or any Subsidiary
                  has violated or, by conducting  its business as proposed would
                  violate any of the patents,  trademarks,  service marks, trade
                  names,  copyrights,  or trade  secrets  or  other  proprietary
                  rights of any other person or entity,  and, to the best of the
                  Issuer's knowledge,  neither the execution or delivery of this
                  Agreement, the carrying on of the businesses of the Issuer and
                  its  Subsidiaries,  nor the conduct of the  businesses  of the
                  Issuer or its Subsidiaries by their respective  employees will
                  conflict  with or result in a breach or  default of any of the
                  material terms of any contract,  covenant or instrument  under
                  which any of such employees are bound; and

            (hh)  apart from the Agent, no person, firm or corporation acting or
                  purporting  to act at the request of the Issuer is entitled to
                  any brokerage,  agency or finder's fee in connection  with the
                  transactions described herein.

14.2              The  representations  and  warranties of the Issuer  contained
herein will be true and correct at the  Closing,  will survive the Closing for a
period of one  year,  and no  investigation  by or on behalf of the Agent or the
Purchasers   will  diminish  in  any  respect  their  rights  to  rely  on  such
representations and warranties.

14.3              The Agent warrants and represents to the Issuer that:

            (a)   it is a valid and subsisting  corporation under the law of the
                  jurisdiction in which it was incorporated; and

            (b)   it  will  sell  the  Shares  in  compliance   with  Applicable
                  Legislation.


15.               EXPENSES OF AGENT

15.1              The  Issuer  will  pay  all of  the  expenses  of the  Private
Placement  and all the expenses  reasonably  incurred by the Agent in connection
with the Private Placement including,  without limitation, the fees and expenses
of the solicitors for the Agent.

15.2              The Issuer will pay the  expenses  referred to in the previous
Subsection  even if the  transactions  contemplated  by this  Agreement  are not
completed or this Agreement is  terminated,  unless the failure of acceptance or
completion or the termination is the result of a breach of this Agreement by the
Agent.

15.3              The Agent may,  from time to time,  render  accounts for their
respective  expenses in connection with the Private  Placement to the Issuer for
payment on or before the dates set out in the accounts.

15.4              The  Issuer  authorizes  the Agent to deduct its  expenses  in
connection  with the Private  Placement  from the gross  proceeds of the Private
Placement and any advance  payments made by the Issuer,  including  expenses for
which an account has not yet been  rendered but for which a reasonable  estimate
has been provided by the Agent to the Issuer.


16.               GARNISHING ORDERS

16.1              If at any time,  up to and including  the Final  Closing,  the
Agent  receives a garnishing  order or other form of  attachment  purporting  to
attach or garnish a part or all of the sale price of the Shares,  the Agent will
be free to pay the amount purportedly attached or garnished into court.



lxs\lxs01411\2\March 22, 2001

<PAGE>

                                      -11-

16.2              Any payment by the Agent into court  pursuant to a  garnishing
order will be deemed to have been received by the Issuer as payment by the Agent
against the sale price of the  Securities to the extent of the amount paid,  and
the Issuer will be bound to issue and deliver the Securities  proportionately to
the amount paid by the Agent.

16.3              The Agent will not be bound to  ascertain  the validity of any
garnishing  order or attachment,  or whether in fact it attaches any moneys held
by the Agent, and the Agent will be free to act with impunity in replying to any
garnishing order or attachment.

16.4              The Issuer will release, indemnify and save harmless the Agent
in respect of all damages, costs, expenses or liability arising from any acts of
the Agent under this Section.


17.               INDEMNITY

17.1              The Issuer will indemnify the Agent and its agents, directors,
officers and employees  (individually,  an "Indemnified Party" and collectively,
the "Indemnified  Parties") and save them harmless  against all losses,  claims,
damages or liabilities:

            (a)   existing  by reason of an untrue  statement  contained  in the
                  Public Record, subscription agreement or other written or oral
                  representation  made by the Issuer to a Purchaser or potential
                  Purchaser  in  connection  with the Private  Placement,  or by
                  reason of the  omission  to state any fact  necessary  to make
                  such statements or representations  not misleading (except for
                  information and statements  supplied by and relating solely to
                  the Agent);

            (b)   arising  directly or  indirectly  out of any order made by any
                  regulatory  authority  based upon an allegation  that any such
                  untrue statement or representation, or omission exists (except
                  information and statements  supplied by and relating solely to
                  the  Agent),  that  trading in or  distribution  of any of the
                  Securities is to cease;

            (c)   resulting  from  the  failure  by the  Issuer  to  obtain  the
                  requisite regulatory approval for the Private Placement unless
                  the failure to obtain such  approval is the result of a breach
                  of this Agreement by the Agent;

            (d)   resulting from the breach by the Issuer of any of the terms of
                  this Agreement;

            (e)   resulting  from any  representation  or  warranty  made by the
                  Issuer herein being untrue or ceasing to be true;

            (f)   if the  Issuer  fails to issue and  deliver  the  certificates
                  representing   the  Shares  in  the  form  and   denominations
                  satisfactory  to the Agent at the time and place  required  by
                  the Agent with the result that any completion of a sale of the
                  Shares does not take place; or

            (g)   if, following the completion of a sale of any of the Shares, a
                  determination is made by any competent authority setting aside
                  the sale or issuance,  unless that determination arises out of
                  an act or omission by the Agent.

17.2              If any action or claim is brought against an Indemnified Party
in respect of which  indemnity  may be sought  from the Issuer  pursuant to this
Agreement,  the Indemnified  Party will promptly notify the Issuer in writing of
the nature of such action or claim.

17.3              The Issuer  will  assume  the  defence of the action or claim,
including the employment of counsel and the payment of all expenses.

17.4              The  Indemnified  Party will have the right to employ separate
counsel,  and the  Issuer  will pay the  reasonable  fees and  expenses  of such
counsel.


lxs\lxs01411\2\March 22, 2001

<PAGE>

                                      -12-

17.5              The indemnity provided for in this Section will not be limited
or otherwise  affected by any other indemnity  obtained by the Indemnified Party
from any other person in respect of any matters  specified in this Agreement and
will  continue  in full force and effect  until all  possible  liability  of the
Indemnified  Parties  arising  out  of the  transactions  contemplated  by  this
Agreement has been extinguished by the operation of law.

17.6              If  indemnification  under this  Agreement is found in a final
judgment  (not subject to further  appeal) by a court of competent  jurisdiction
not to be available for reason of public policy,  the Issuer and the Indemnified
Parties will contribute to the losses, claims, damages,  liabilities or expenses
(or  actions  in  respect  thereof)  for  which  such  indemnification  is  held
unavailable  in such  proportion  as is  appropriate  to  reflect  the  relative
benefits  to and  fault of the  Issuer,  on the one  hand,  and the  Indemnified
Parties on the other hand,  in  connection  with the matter  giving rise to such
losses,  claims,  damages,  liabilities  or  expenses  (or  actions  in  respect
thereof).  No person  found liable for a  fraudulent  Misrepresentation  will be
entitled  to  contribution  from any  person  who is not found  liable  for such
fraudulent Misrepresentation.

17.7              To the  extent  that any  Indemnified  Party is not a party to
this  Agreement,  the Agent will  obtain and hold the right and  benefit of this
section in trust for and on behalf of such Indemnified Party.

17.8              The indemnity  provided  herein  replaces and  supersedes  the
indemnity  provided  by the Issuer  pursuant to the letter from the Agent to the
Issuer dated March 15, 2001, and captioned "Proposed Financing".


18.               ASSIGNMENT AND SELLING GROUP PARTICIPATION

18.1              The Agent will not assign this  Agreement or any of its rights
under  this  Agreement  or,  with  respect  to the  Securities,  enter  into any
agreement in the nature of an option or a sub-option  unless and until, for each
intended transaction,  the Agent has obtained the consent of the Issuer, and any
required notice has been given to and accepted by the Regulatory Authorities.

18.2              The Agent may offer selling group  participation in the normal
course of the brokerage business to selling groups of other dealers, brokers and
investment dealers, who may or who may not be offered part of the Agent's Fee.


19.               RIGHT OF FIRST REFUSAL

19.1              The Issuer  will  notify the Agent of the terms of any further
brokered  equity  financing of up to USD 25 million that it requires or proposes
to obtain  during the 12 months  following  the Final Closing and the Agent will
have the right of first refusal to participate in any such financing.

19.2              The  right of first  refusal  must be  exercised  by the Agent
within 15 days  following the receipt of the notice by notifying the Issuer that
it will provide such financing on the terms set out in the notice.

19.3              If the Agent fails to give  notice  within the 15 days that it
will provide  such  financing  upon the terms set out in the notice,  the Issuer
will then be free to make other  arrangements  to obtain  financing from another
source on the same terms or on terms no less  favourable to the Issuer,  subject
to obtaining the acceptance of the Regulatory Authorities.

19.4              The right of first  refusal will not  terminate if, on receipt
of any notice from the Issuer  under this  Section,  the Agent fails to exercise
the right.

19.5              In any further  brokered equity financing of USD 25 million or
more,  the Agent will be entitled to  participate  and will be paid a commission
equal to the greater of (a) 2.5% of the gross  proceeds of the financing and (b)
commissions on the securities  actually  placed by the Agent at the same rate as
the commissions paid to other brokers participating in the financing.



lxs\lxs01411\2\March 22, 2001

<PAGE>

                                      -13-

20.               NOTICE

20.1              Any notice under this  Agreement  will be given in writing and
must be  delivered,  sent by  facsimile  transmission  addressed to the party to
which  notice  is to be given at the  address  indicated  above,  or at  another
address designated by the party in writing.

20.2              If notice is sent by facsimile  transmission  or is delivered,
it will be deemed to have been given at the time of transmission or delivery, or
if not a business day, the next business day.


21.               ENGAGEMENT LETTER

The parties to this Agreement  acknowledge that the letter from the Agent to the
Issuer dated March 15, 2001, and captioned "Proposed Financing" is superseded in
its entirety by this  Agreement but that the letter from the Agent to the Issuer
dated March 15, 2001,  and captioned  "Engagement  as Financial  Advisor"  shall
continue in full force except as amended by this Agreement,  the letter from the
Agent to the Issuer dated April 30, 2001, and any future amendments.


22.               TIME

Time is of the essence of this  Agreement  and will be  calculated in accordance
with the provisions of the INTERPRETATION ACT (British Columbia).


23.               LANGUAGE

This Agreement is to be read with all changes in gender or number as required by
the context.


24.               ENUREMENT

This  Agreement  enures to the  benefit of and is binding on the parties to this
Agreement and their successors and permitted assigns.


25.               HEADINGS

The headings in this Agreement are for  convenience of reference only and do not
affect the interpretation of this Agreement.


26.               COUNTERPARTS

This Agreement may be executed in two or more  counterparts and may be delivered
by facsimile transmission. Each counterpart will be deemed to be an original and
all  counterparts  will constitute one agreement,  effective as of the reference
date given above.


lxs\lxs01411\2\March 22, 2001

<PAGE>

                                      -14-

27.               LAW

This  Agreement  is  governed  by the law of British  Columbia,  and the parties
hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts
of British Columbia with respect to any dispute related to this Agreement.

This document was executed and delivered as of the date given above:

<TABLE>
<CAPTION>
<S>                                                  <C>  <C>    <C>    <C>    <C>    <C>
Executed by an authorized                            )
signatory of GASCO ENERGY, INC.                      )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
-------------------------------------                )
Name                                                 )    GASCO ENERGY, INC.
                                                     )
-------------------------------------                )
Address                                              )    By:
                                                     )       -----------------------------------
                                                     )
-------------------------------------                )
                                                     )
                                                     )
-------------------------------------                )
Occupation                                           )


Executed by an authorized                            )
signatory of CANACCORD                               )
INTERNATIONAL LTD.                                   )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
-------------------------------------                )
Name                                                 )    CANACCORD INTERNATIONAL LTD.
                                                     )
-------------------------------------                )
Address                                              )    By:
                                                     )       -----------------------------------
                                                     )
-------------------------------------                )
                                                     )
                                                     )
-------------------------------------                )
Occupation                                           )
</TABLE>





lxs\lxs01411\2\March 22, 2001