EXHIBIT 4.7

                               GASCO ENERGY, INC.

                 SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT


         This Subscription and Registration Rights Agreement (this "Agreement"),
dated as of _______, 2004, by and between Gasco Energy, Inc. (the "Company") and
______________   (the   "Subscriber"),   is  intended   to  set  forth   certain
representations,   covenants  and   agreements   between  the  Company  and  the
Subscriber,  with  respect  to the  offering  (the  "Offering")  for sale by the
Company  of share of Common  Stock,  par value  $.0001  per share  (the  "Common
Stock").

     1.   Subscription.   Subject  to  the  terms  and  conditions  hereof,  the
          Subscriber  hereby  irrevocably  subscribes for and agrees to purchase
          from the Company  ___________ shares of Common Stock (the "Shares") at
          a purchase  price of $1.50 per share (the "Offering  Price"),  and the
          Company  agrees to sell such Shares to the  Subscriber at the Offering
          Price.

     2.   Delivery of Subscription Amount; Acceptance of Subscription;  Delivery
          of Shares. Subscriber understands and agrees that this subscription is
          made subject to the following terms and conditions:

          (a)  Contemporaneously   with  the  execution  and  delivery  of  this
               Agreement,  Subscriber  shall execute and deliver the Certificate
               of Accredited  Investor Status,  and shall wire to the Company to
               hold in a separate,  non-interest  bearing  account,  immediately
               available  funds  in  the  amount  equal  to the  Offering  Price
               multiplied by the number of Shares for which the  Subscriber  has
               subscribed  (the  "Subscription  Amount") in accordance  with the
               instructions set forth on Exhibit A hereto.

          (b)  The  subscription  for Shares shall be deemed to be accepted only
               when this  Agreement has been signed by an authorized  officer of
               the  Company,  and the  deposit  of the  Subscription  Amount for
               clearance will not be deemed an acceptance of this Agreement;

          (c)  Certificates  representing the Shares purchased will be issued in
               the name of each Subscriber  within 5 days of the consummation of
               the Offering as set forth under Section 3 hereof; and

          (d)  The  representations and warranties of the Company and Subscriber
               set forth  herein  shall be true and  correct as of the date that
               the Company accepts this subscription.

     3.   Terms of Subscription.

          (a)  The  consummation  of the Offering (the  "Closing") will occur on
               ___________, 2004, or such later date as the parties hereto shall
               mutually agree (the "Closing Date").

          (b)  If the Subscriber is not a United States  person,  the Subscriber
               hereby  represents  that it has  satisfied  itself as to the full
               observance of the laws of its jurisdiction in connection with any
               invitation  to  subscribe  for  the  Shares  or any  use of  this
               Agreement,  including  (i)  the  legal  requirements  within  its
               jurisdiction  for the  purchase of the  Shares,  (ii) any foreign


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               exchange  restrictions  applicable  to such  purchase,  (iii) any
               governmental or other consents that may need to be obtained,  and
               (iv) the income tax and other tax consequences,  if any, that may
               be  relevant  to  the  purchase,  holding,  redemption,  sale  or
               transfer of the Shares. The Subscriber's subscription and payment
               for, and his or her continued beneficial ownership of the Shares,
               will not violate any  applicable  securities or other laws of the
               Subscriber's jurisdiction.

     4.   Registration Rights.

          (a)  Subscriber  acknowledges  that it is acquiring the Shares for its
               own account and for the purpose of investment and not with a view
               to any  distribution  or resale thereof within the meaning of the
               Securities Act of 1933, as amended,  (the "Securities  Act"). The
               Subscriber  further  agrees  that it will  not  sell,  assign  or
               transfer the Shares at any time in  violation  of the  Securities
               Act and acknowledges that, in taking unregistered securities,  it
               must continue to bear the economic risk of its  investment for an
               indefinite  period of time  because  of the fact that the  Shares
               have not been  registered  under the Securities  Act, and further
               realizes  that the  Shares  can not be sold  unless  subsequently
               registered  under the  Securities  Act or an exemption  from such
               registration is available. The Subscriber further recognizes that
               the Company is not assuming any obligation to register the Shares
               except  as  expressly  set  forth  herein.  The  Subscriber  also
               acknowledges  that appropriate  legends  reflecting the status of
               the Shares under the  Securities Act may be placed on the face of
               the  certificates  for such shares at the time of their  transfer
               and delivery to the holder thereof.

          (b)  The Shares may not be transferred  except in a transaction  which
               is in  compliance  with the  Securities  Act.  Except as provided
               hereafter with respect to registration of the Shares, it shall be
               a  condition  to any  such  transfer  that the  Company  shall be
               furnished  with an  opinion  of  counsel  to the  holder  of such
               shares,  reasonably  satisfactory  to the Company,  to the effect
               that  the  proposed  transfer  would  be in  compliance  with the
               Securities Act.

          (c)  On or prior to April 19, 2004 (the  "Filing  Date"),  the Company
               shall use its commercially reasonable efforts to prepare and file
               with the  Securities  and  Exchange  Commission  (the  "SEC"),  a
               registration  statement  and  such  other  documents  as  may  be
               necessary in the opinion of counsel for the Company,  and use its
               commercially   reasonable   efforts  to  have  such  registration
               statement declared effective within 65 days after the Filing Date
               in order to comply with the  provisions of the  Securities Act so
               as to permit the registered  resale of the Shares for a period of
               two (2) years  following  the  Closing  Date by  Subscriber.  The
               Shares that are  registered  for resale  under such  registration
               statement  are referred to herein as the  "Offering  Shares," and
               the  Subscriber,  together  with its  affiliates,  are  hereafter
               referred to as  "Offering  Holders."  The Company will include in
               such  registration  statement (i) the information  required under
               the  Securities  Act to be so included  concerning  the  Offering
               Holders,  as provided by the  Offering  Holders on the  signature
               page hereto,  including any changes in such  information that may
               be  provided  by the  Offering  Holders in writing to the Company
               from  time  to  time,  and  (ii)  a  section  entitled  "Plan  of
               Distribution,"  substantially  in the form of  Exhibit  C hereto,
               that  describes  the various  procedures  that may be used by the
               Offering Holders in the sale of Shares.  Notwithstanding anything
               to the  contrary  in this  Section  4, the  Company  may,  at its
               option, terminate such registration statement at any time after a
               period of one year following the Closing Date, if at such time no
               Offering  Holder  beneficially  owns more than  1,000,000  of the
               Shares that such Offering Holder purchased in the Offering.

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          (d)  If the registration  statement  referred to in Section 4(c) above
               has not been  declared  effective by the SEC within 65 days after
               the  Filing  Date and the  cause of the delay is not  related  to
               circumstances  beyond the  Company's  control (such as failure of
               the  SEC to  review  and  act on the  registration  statement  or
               amendments to the registration statement in a timely manner), the
               Company shall pay liquidated  damages of 1% of the Offering Price
               per  share  for  every  Share  for  each 30 day  period  of delay
               following such initial 65 day period ("Liquidated Damages").  For
               any period of delay that is less than 30 days,  the Company shall
               pay liquidated damages equal to the product of 1% of the Offering
               Price  multiplied by the quotient of such number of days of delay
               divided by 30, and such amount  shall be included in the total of
               Liquidated  Damages.  The foregoing  payment shall constitute the
               sole  monetary  remedy  available to the  Subscriber in the event
               that the Company does not comply with the  deadlines set forth in
               Section 4(c) with respect to the filing and  effectiveness of the
               registration statement referred to therein.

          (e)  Notwithstanding  the foregoing  provisions of this Section 4, the
               Company may  voluntarily  suspend the  effectiveness  of any such
               registration  statement  for a  limited  time,  which in no event
               shall be longer  than 60 days in any  three-month  period  and no
               longer than 120 days in any twelve month  period,  if the Company
               has been  advised in writing  by counsel or  underwriters  to the
               Company that the offering of any Offering  Shares pursuant to the
               registration  statement would  materially  adversely  affect,  or
               would be improper in view of (or improper without disclosure in a
               prospectus),    a   proposed    financing,    a   reorganization,
               recapitalization,  merger, consolidation,  or similar transaction
               involving  the Company.  If any event occurs that would cause any
               such registration statement to contain a material misstatement or
               omission or not to be effective and usable during the period that
               such  registration  statement  is  required to be  effective  and
               usable,  the Company  shall  promptly  file an  amendment  to the
               registration  statement  and  use  its  commercially   reasonable
               efforts to cause such amendment to be declared  effective as soon
               as   practicable   thereafter.   Notwithstanding   any  provision
               contained  herein to the contrary,  the  Company's  obligation to
               include,  or  continue to  include,  Offering  Shares in any such
               registration  statement  under this Section 4 shall  terminate to
               the extent such shares are  eligible for resale under Rule 144(k)
               promulgated under the Securities Act.

          (f)  If and whenever the Company is required by the provisions of this
               Agreement to use its  commercially  reasonable  efforts to effect
               the  registration of the Offering Shares under the Securities Act
               for the  account of an Offering  Holder,  the  Company  will,  as
               promptly as possible:

               (i)  prepare and file with the SEC a registration  statement with
                    respect  to  such   securities  and  use  its   commercially
                    reasonable  efforts to cause such registration  statement to
                    become and remain effective;

               (ii) prepare   and  file  with  the  SEC  such   amendments   and
                    supplements   to  such   registration   statement   and  the
                    prospectus used in connection  therewith as may be necessary
                    to keep such registration  statement effective and to comply
                    with the  requirements  of the  Securities Act and the rules
                    and regulations  promulgated by the SEC thereunder  relating
                    to the sale or other  disposition of the securities  covered
                    by such registration statement; and

               (iii)furnish to each Offering  Holder such numbers of copies of a
                    prospectus,  including a preliminary  prospectus,  complying


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                    with the  requirements of the Securities Act, and such other
                    documents as such Offering Holder may reasonably  request in
                    order to facilitate the public sale or other  disposition of
                    the Offering Shares owned by such Offering Holder,  but such
                    Offering  Holder  shall not be  entitled  to use any selling
                    materials  other than a prospectus and such other  materials
                    as may be approved by the Company,  which  approval will not
                    be unreasonably withheld.

          (g)  Except as provided below in this Section 4, the expenses incurred
               by the Company in connection  with action taken by the Company to
               comply with this Section 4, including,  without  limitation,  all
               registration  and filing fees,  printing  and delivery  expenses,
               accounting  fees,  fees  and  disbursements  of  counsel  to  the
               Company,  consultant  and expert  fees,  premiums  for  liability
               insurance,  if the  Company  chooses  to obtain  such  insurance,
               obtained in connection  with a  registration  statement  filed to
               effect such compliance and all expenses,  including counsel fees,
               of complying with any state securities laws ("State Acts"), shall
               be  paid  by the  Company.  All  fees  and  disbursements  of any
               counsel,  experts, or consultants employed by any Offering Holder
               shall be borne by such Offering Holder.  The Company shall not be
               obligated in any way in connection with any registration pursuant
               to  this  Section  4 for any  selling  commissions  or  discounts
               payable by any Offering  Holder to any  underwriter  or broker of
               securities to be sold by such Offering Holder.  Subscriber agrees
               to pay all expenses required to be borne by such Offering Holder.

          (h)  In the  event of any  registration  of  Shares  pursuant  to this
               Section 4, the Company  will  indemnify  and hold  harmless  each
               Offering Holder, its officers, directors, investment advisors and
               each underwriter of such securities,  and any person who controls
               such Offering Holder or underwriter within the meaning of Section
               15 of the Securities Act,  against all claims,  actions,  losses,
               damages, liabilities and expenses, joint or several, to which any
               of such persons may become  subject under the  Securities  Act or
               otherwise,  insofar as such losses, claims, damages,  liabilities
               or actions arise out of or are based upon any untrue statement of
               any material fact contained in any  registration  statement under
               which such securities  were registered  under the Securities Act,
               any preliminary prospectus or final prospectus contained therein,
               or any  amendment or supplement  thereof,  or arise out of or are
               based upon the omission to state therein a material fact required
               to be stated therein or necessary to make the statements  therein
               not  misleading,  and will  reimburse such Offering  Holder,  its
               officers,  directors and each underwriter of such securities, and
               each such  controlling  person  or  entity  for any legal and any
               other expenses  reasonably incurred by such Offering Holder, such
               underwriter,  or such controlling  person or entity in connection
               with  investigating  or defending any such loss,  action,  claim,
               damage, liability, or action; provided, however, that the Company
               will not be liable in any such case to the  extent  that any such
               loss, claim,  damage,  liability or action arises directly out of
               or is based  primarily upon an untrue  statement or omission made
               in said registration  statement,  said preliminary  prospectus or
               said prospectus, or said amendment or supplement in reliance upon
               and in  conformity  with  written  information  furnished  to the
               Company by such Offering Holder or such underwriter  specifically
               for use in the preparation thereof, and provided further however,
               that the  Company  will  not be  liable  in any such  case to the
               extent that any such loss,  claim,  damage or liability or action
               arises  directly  out of or is  based  primarily  upon an  untrue
               statement or omission made in any preliminary prospectus or final
               prospectus if (i) such Offering  Holder failed to send or deliver
               a copy of the final  prospectus or prospectus  supplement with or
               prior to the delivery of written  confirmation of the sale of the
               Offering  Shares,  and (ii) the final  prospectus  or  prospectus
               supplement   would  have  corrected  such  untrue   statement  or
               omission.

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          (i)  At any  time  when a  prospectus  relating  to  the  Offering  is
               required to be delivered  under the  Securities  Act, the Company
               will notify the  Offering  Holder of the  happening of any event,
               upon the  notification or awareness of such event by an executive
               officer  of the  Company,  as a result  of which  the  prospectus
               included  in such  registration  statement,  as  then in  effect,
               includes an untrue statement of material fact or omits to state a
               material fact required to be stated  therein or necessary to make
               the   statements   therein  not   misleading   in  light  of  the
               circumstances then existing.

          (j)  In  the  event  of  any  registration  of any  Shares  under  the
               Securities Act pursuant to this Section 4,  Subscriber  agrees to
               indemnify and hold harmless the Company, its officers,  directors
               and any person who  controls  the  Company  within the meaning of
               Section 15 of the  Securities  Act,  against any losses,  claims,
               damages,  liabilities, or actions, joint or several, to which the
               Company, its officers,  directors,  or such controlling person or
               entity may become  subject under the Securities Act or otherwise,
               insofar as such losses, claims, damages,  liabilities, or actions
               arise  out of or are  based  upon  any  untrue  statement  of any
               material fact contained in any registration statement under which
               such  Shares  were  registered  under  the  Securities  Act,  any
               preliminary  prospectus or final prospectus contained therein, or
               any amendment or supplement thereto, or arise out of or are based
               upon the omission to state therein a material fact required to be
               stated  therein or necessary to make the  statements  therein not
               misleading,  in each case to the  extent  and only to the  extent
               that any such loss, claim,  damage,  liability,  or action arises
               out of or is based upon an untrue  statement or omission  made in
               said registration statement,  said preliminary prospectus or said
               prospectus  or said  amendment or supplement in reliance upon and
               in conformity with written  information  furnished to the Company
               by Subscriber or any affiliate (as defined in the Securities Act)
               of Subscriber specifically for use in the preparation thereof.

          (k)  Any party  entitled to  indemnification  hereunder  will (i) give
               prompt written notice to the indemnifying party of any claim with
               respect to which it seeks indemnification and (ii) unless in such
               indemnified  party's  reasonable  judgment a conflict of interest
               between such indemnified and indemnifying  parties may exist with
               respect to such claim,  permit such indemnifying  party to assume
               the defense of such claim with counsel reasonably satisfactory to
               the  indemnified   party.   If  such  defense  is  assumed,   the
               indemnifying  party will not be subject to any  liability for any
               settlement  made by the  indemnified  party  without  its consent
               (which consent may not be unreasonably withheld). An indemnifying
               party  who is not  entitled  to,  or elects  not to,  assume  the
               defense  of a claim  will  not be  obligated  to pay the fees and
               expenses of more than one counsel for all parties  indemnified by
               such indemnifying party with respect to such claim, unless in the
               reasonable  judgment  of any  indemnified  party  a  conflict  of
               interest may exist between such  indemnified  party and any other
               of such indemnified parties with respect to such claim.

          (l)  With a view  to  making  available  to the  Offering  Holder  the
               benefits of Rule 144  promulgated  under the Securities  Act, the
               Company  agrees  that it will  use  its  commercially  reasonable
               efforts  to  maintain  registration  of its  Common  Stock  under
               Section 12 or 15 of the  Securities  and Exchange Act of 1934, as
               amended,  (the  "Exchange  Act")  and to file  with  the SEC in a
               timely  manner all  reports  and other  documents  required to be
               filed by an issuer of  securities  registered  under the Exchange
               Act so as to  maintain  the  availability  of Rule 144.  Upon the
               request of any record  owner,  the Company  will  deliver to such
               owner a written  statement as to whether it has complied with the
               reporting requirements of Rule 144.

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     5.   Representations  and Warranties of the Subscriber.  Subscriber  hereby
          represents and warrants to the Company as follows:

          (a)  Subscriber  is  acquiring  the  Shares for its own  account,  for
               investment  and not with a view to, or for  resale in  connection
               with,  any  distribution  or public  offering  thereof within the
               meaning of the Securities  Act, and applicable  state  securities
               laws.

          (b)  The Subscriber  understands that (A) the Shares (1) have not been
               registered under the Securities Act or any state securities laws,
               (2)  will be  issued  in  reliance  upon an  exemption  from  the
               registration   and  prospectus   delivery   requirements  of  the
               Securities  Act  pursuant  to Section  4(2) and/or  Regulation  D
               thereof and (3) will be issued in reliance upon  exemptions  from
               the  registration and prospectus  delivery  requirements of state
               securities  laws which relate to private  offerings,  and (B) the
               Subscriber   must  therefore  bear  the  economic  risk  of  such
               investment  indefinitely unless a subsequent  disposition thereof
               is  registered  under the  Securities  Act and  applicable  state
               securities  laws  or  is  exempt  therefrom.  Subscriber  further
               understands that such exemptions depend upon, among other things,
               the bona fide nature of the  investment  intent of the Subscriber
               expressed  herein.  Pursuant  to the  foregoing,  the  Subscriber
               acknowledges that the certificates  representing the Shares shall
               bear a restrictive legend substantially as follows:

                    "THE SHARES  REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO
                    RESTRICTIONS  ON TRANSFER  UNDER THE SECURITIES ACT OF 1933,
                    AS  AMENDED,  AND  STATE  SECURITIES  LAWS,  AND  MAY NOT BE
                    OFFERED FOR SALE, SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR
                    OTHERWISE  DISPOSED  OF  UNLESS  (I)  REGISTERED  UNDER  THE
                    APPLICABLE  SECURITIES  LAWS OR (II) AN OPINION OF  COUNSEL,
                    WHICH OPINION AND COUNSEL ARE BOTH  REASONABLY  SATISFACTORY
                    TO THE COMPANY,  HAS BEEN  DELIVERED TO THE COMPANY AND SUCH
                    OPINION  STATES THAT THE SHARES MAY BE  TRANSFERRED  WITHOUT
                    SUCH REGISTRATION."

          (c)  The Subscriber has knowledge,  skill and experience in financial,
               business and investment matters relating to an investment of this
               type and is  capable of  evaluating  the merits and risks of such
               investment and protecting the Subscriber's interest in connection
               with the  acquisition of the Shares.  The Subscriber  understands
               that the  acquisition  of the Shares is a speculative  investment
               and involves substantial risks and that the Subscriber could lose
               the Subscriber's  entire  investment in the Shares. To the extent
               deemed necessary by the Subscriber,  the Subscriber has retained,
               at its own  expense,  and relied upon,  appropriate  professional
               advice  regarding  the  investment,  tax  and  legal  merits  and
               consequences of purchasing and owning the Shares.  The Subscriber
               has the ability to bear the  economic  risks of the  Subscriber's
               investment  in the  Company,  including  a  complete  loss of the
               investment,  and the Subscriber has no need for liquidity in such
               investment.

          (d)  The Subscriber has been furnished by the Company all  information
               (or provided  access to all  information)  regarding the business
               and financial  condition of the Company,  its expected  plans for
               future business activities,  the attributes of the Shares and the
               merits  and  risks  of an  investment  in the  Shares  which  the


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               Subscriber  has  requested  or  otherwise  need to  evaluate  the
               investment in the Company.

          (e)  Subscriber  is  in  receipt  of  and  has   carefully   read  and
               understands the following items:

               (i)  Annual  Report on Form 10-K for the period  ending  December
                    31,  2002,  filed by the  Company  with the  Securities  and
                    Exchange Commission on March 31, 2003;

               (ii) Quarterly  Reports  on Form  10-Q  for  each of the  periods
                    ending March 31, 2003,  June 30, 2003 and September 30, 2003
                    filed  by the  Company  with  the  Securities  and  Exchange
                    Commission on May 15, 2003, August 13, 2003 and November 10,
                    2003, respectively;

               (iii)Definitive  Proxy  Statement  on  Form  14A,  filed  by  the
                    Company  with the  Securities  and  Exchange  Commission  on
                    August 25, 2003; and,

               (iv) Current  Reports on Form 8-K filed by the  Company  with the
                    Securities and Exchange Commission on April 9, 2003, June 6,
                    2003,  October 15, 2003, October 16, 2003, October 24, 2003,
                    November 6, 2003,  December 2, 2003,  December  23, 2003 and
                    January  21,  2004;  (together  with the  exhibits  thereto,
                    collectively,   items  (i)  through  (iv),  the  "Disclosure
                    Documents").

          (f)  In making the proposed  investment  decision,  the  Subscriber is
               relying solely on  investigations  made by the Subscriber and the
               Subscriber's  representatives.  The Subscriber  acknowledges that
               documents  listed  in  Section  5(e)  are  the  only  information
               provided to the Subscriber by the Company and that the Subscriber
               is not relying on any other  information  in making the  proposed
               investment   decision.   The  offer  to  sell  the   Shares   was
               communicated  to  the  Subscriber  in  such  a  manner  that  the
               Subscriber was able to ask questions of and receive  answers from
               the management of the Company concerning the terms and conditions
               of  the  proposed  transaction  and  that  at  no  time  was  the
               Subscriber presented with or solicited by or through any leaflet,
               public promotional meeting, television advertisement or any other
               form of general or public advertising or solicitation.

          (g)  The Subscriber  acknowledges that the Subscriber has been advised
               that:

               (i)  The  Shares   offered  hereby  have  not  been  approved  or
                    disapproved  by the SEC or any state  securities  commission
                    nor has the SEC or any state  securities  commission  passed
                    upon the accuracy or adequacy of any  representations by the
                    Company.  Any  representation  to the contrary is a criminal
                    offense.

               (ii) In making an investment  decision,  the Subscriber must rely
                    on its own  examination  of the Company and the terms of the
                    Offering,  including  the  merits  and risks  involved.  The
                    Shares  have not been  recommended  by any  federal or state
                    securities commission or regulatory authority.  Furthermore,
                    the foregoing authorities have not confirmed the accuracy or
                    determined   the   adequacy  of  any   representation.   Any
                    representation to the contrary is a criminal offense.

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<PAGE>

               (iii)The Shares are "Restricted Securities" within the meaning of
                    Rule  144  under  the   Securities   Act,   are  subject  to
                    restrictions  on  transferability  and resale and may not be
                    transferred   or  resold  except  as  permitted   under  the
                    Securities  Act  and  applicable   state   securities  laws,
                    pursuant  to  registration  or  exemption   therefrom.   The
                    Subscriber is aware that the  Subscriber  may be required to
                    bear  the  financial   risks  of  this   investment  for  an
                    indefinite period of time.

          (h)  The  Subscriber  acknowledges  and is aware  that there has never
               been  any  representation,  guarantee  or  warranty  made  by the
               Company  or  any   officer,   director,   employee  or  agent  or
               representative of the Company, expressly or by implication, as to
               (i) the  approximate  or exact length of time that the Subscriber
               will be  required  to  remain  an  owner of the  Shares  (ii) the
               percentage of profit  and/or amount of or type of  consideration,
               profit  or  loss to be  realized,  if any,  as a  result  of this
               investment;  or  (iii)  that  the  limited  past  performance  or
               experience on the part of the Company, or any future expectations
               will in any way indicate the predictable results of the ownership
               of the  Shares or of the  overall  financial  performance  of the
               Company.

          (i)  The   Subscriber   agrees  to  furnish  the  Company  such  other
               information  as the  Company may  reasonably  request in order to
               verify  the  accuracy  of the  information  contained  herein and
               agrees to notify the Company  immediately of any material  change
               in the  information  provided  herein  that  occurs  prior to the
               Company's acceptance of this Agreement.

          (j)  The   Subscriber   further   represents  and  warrants  that  the
               Subscriber is an "accredited investor" within the meaning of Rule
               501 of Regulation D under the Securities  Act, and Subscriber has
               executed the Certificate of Accredited Investor Status,  attached
               hereto as Exhibit B.

          (k)  As  of  the  date  of  this  Agreement  the  Subscriber  and  its
               affiliates do not have, and during the 30 day period prior to the
               date of this Agreement the Subscriber and its affiliates have not
               entered  into,  any "put  equivalent  position"  as such  term is
               defined  in Rule  16a-1 of under the  Exchange  Act or short sale
               positions with respect to the Common Stock of the Company.

     The foregoing  representations  and warranties and undertakings are made by
the  Subscriber  with the intent  that they be relied  upon in  determining  its
suitability  as  an  investor  and  the  Subscriber   hereby  agrees  that  such
representations and warranties shall survive its purchase of the Shares.

     6.   Representations  and  Warranties  of the Company.  The Company  hereby
          represents and warrants to the Subscriber as follows:

          (a)  The Company is duly  incorporated,  validly  existing and in good
               standing  under  the laws of its state of  incorporation,  and is
               duly  qualified  to do business as a foreign  corporation  in all
               jurisdictions  in which  the  failure  to be so  qualified  would
               materially  and  adversely   affect  the  business  or  financial
               condition,  properties or operations of the Company.  The Company
               has all  requisite  corporate  power and authority (i) to own and
               lease the  properties and assets it currently owns and leases (if
               any) and it  contemplates  owning and leasing and (ii) to conduct
               its  activities  as  such   activities  (if  any)  are  currently
               conducted and as currently contemplated to be conducted.

                                       8
<PAGE>

          (b)  The authorized  capital of the Company  immediately  prior to the
               Closing will consist of: (i) 5,000,000 shares of Preferred Stock,
               of which 1,000 shares are designated as Series A Preferred Stock,
               none of which are issued  and  outstanding,  and of which  20,000
               shares are  designated  as Series B  Preferred  Stock,  11,734 of
               which are issued and outstanding,  and (ii) 100,000,000 shares of
               Common Stock,  45,602,236 of which were issued and outstanding as
               of December 31, 2003.

          (c)  The  Company has duly  authorized  the  issuance  and sale of the
               Shares  in  accordance  with  the  terms  of this  Agreement  (as
               described herein) by all requisite  corporate  action,  including
               the  authorization  of the  Company's  Board of  Directors of the
               issuance  and sale of the Shares in  accordance  herewith and the
               execution,  delivery and performance of any other  agreements and
               instruments  executed  in  connection  herewith.  This  Agreement
               constitutes  a  valid  and  legally  binding  obligation  of  the
               Company,  enforceable in accordance with its terms, except (i) as
               limited by  applicable  bankruptcy,  insolvency,  reorganization,
               moratorium,  and  other  laws of  general  application  affecting
               enforcement of creditors'  rights  generally,  (ii) as limited by
               laws  relating  to  the  availability  of  specific  performance,
               injunctive relief, or other equitable remedies,  and (iii) to the
               extent the  indemnification  provisions  contained  herein may be
               limited by applicable federal or state securities laws.

          (d)  The  Shares,  when  issued and paid for in  accordance  with this
               Agreement,  will represent  validly  authorized,  duly issued and
               fully  paid  and  nonassessable  shares  of  Common  Stock of the
               Company,  and the issuance  thereof  will not  conflict  with the
               certificate of incorporation or bylaws of the Company and will be
               in full  compliance  with all federal and state  securities  laws
               applicable to such issuance and sale.

          (e)  The execution and delivery of this Agreement,  the fulfillment of
               the  terms  set  forth  herein  and  the   consummation   of  the
               transactions  contemplated  hereby  will not  conflict  with,  or
               constitute a breach of or default under, any agreement, indenture
               or  instrument  by  which  the  Company  is  bound  or  any  law,
               administrative  rule,  regulation  or  decree of any court or any
               governmental  body or  administrative  agency  applicable  to the
               Company.

          (f)  As of the date of this Agreement, the Disclosure Documents do not
               contain any untrue  statement of a material fact or omit to state
               any material fact  required to be stated  therein or necessary in
               order  to  make  the  statements  therein,  in the  light  of the
               circumstances under which they were made, not misleading.

          (g)  The  Disclosure  Documents  that have been filed with the SEC, at
               the time they were filed with the SEC,  complied in all  material
               respects  with the  requirements  of the Exchange  Act, and, when
               read together and with the other  information  in the  Disclosure
               Documents,  do not contain an untrue statement of a material fact
               or omit to state a material fact required to be stated therein or
               necessary in order to make the statements  therein,  in the light
               of the circumstances under which they were made, not misleading.

          (h)  Subsequent to the dates as of which  information  is given in the
               Disclosure Documents,  except as described therein, there has not
               been any  material  adverse  change  with regard to the assets or
               properties,  results of operations or financial  condition of the
               Company.

                                       9
<PAGE>

     7.   Survival;   Indemnification.   All  representations,   warranties  and
          covenants   contained  in  this  Agreement  and  the   indemnification
          contained in this Section 7 shall  survive (i) the  acceptance of this
          Agreement by the Company, (ii) changes in the transactions,  documents
          and instruments  described  herein which are not material or which are
          to the benefit of  Subscriber,  and (iii) the death or  disability  of
          Subscriber. Subscriber acknowledges the meaning and legal consequences
          of the  representations,  warranties and covenants in Section 5 hereof
          and that the Company has relied upon such representations,  warranties
          and   covenants  in   determining   Subscriber's   qualification   and
          suitability  to  purchase  the  Shares.  Subscriber  hereby  agrees to
          indemnify,  defend  and  hold  harmless  the  Company,  its  officers,
          directors, employees, agents and controlling persons, from and against
          any and all losses, claims, damages, liabilities,  expenses (including
          attorneys'  fees and  disbursements),  judgments  or  amounts  paid in
          settlement of actions  arising out of or resulting from the untruth of
          any  representation of Subscriber herein or the breach of any warranty
          or  covenant  herein by  Subscriber.  Notwithstanding  the  foregoing,
          however, no representation,  warranty, covenant or acknowledgment made
          herein by  Subscriber  shall in any manner be deemed to  constitute  a
          waiver of any rights  granted to it under the  Securities Act or state
          securities laws.

     8.   Notices.  All notices  and other  communications  provided  for herein
          shall be in  writing  and shall be  deemed to have been duly  given if
          delivered  personally or sent by registered or certified mail,  return
          receipt requested, postage prepaid:

          (a)  if to the Company, to the following address:

                  Gasco Energy, Inc.
                  14 Inverness Drive East
                  Building H, Suite 236
                  Englewood, CO 80112
                  Attn: Peggy Herald
                  Telephone: (303) 483-0044

          (b)  if to Subscriber,  to the address set forth on the signature page
               hereto.

          (c)  or at such other  address as any party  shall have  specified  by
               notice in writing to the others.

     9.   Notification of Changes. Subscriber agrees and covenants to notify the
          Company  immediately  upon the  occurrence  of any event  prior to the
          consummation  of this  Offering  that would cause any  representation,
          warranty,  covenant or other statement  contained in this Agreement to
          be false or  incorrect or of any change in any  statement  made herein
          occurring prior to the consummation of this Offering.

     10.  Assignability. This Agreement is not assignable by the Subscriber, and
          may not be modified,  waived or terminated  except by an instrument in
          writing  signed  by  the  party  against  whom   enforcement  of  such
          modification, waiver or termination is sought.

     11.  Binding Effect.  Except as otherwise  provided herein,  this Agreement
          shall be  binding  upon and inure to the  benefit of the  parties  and
          their   heirs,   executors,    administrators,    successors,    legal
          representatives  and  assigns,  and the  agreements,  representations,
          warranties and acknowledgments  contained herein shall be deemed to be
          made by and be binding  upon such  heirs,  executors,  administrators,
          successors, legal representatives and assigns.

                                       10
<PAGE>

     12.  Obligations  Irrevocable.  The obligations of the Subscriber  shall be
          irrevocable,  except  with  the  consent  of the  Company,  until  the
          consummation or termination of the Offering.

     13.  Entire Agreement.  This Agreement  constitutes the entire agreement of
          the  Subscriber  and the Company  relating  to the  matters  contained
          herein, superseding all prior contracts or agreements, whether oral or
          written.

     14.  Governing  Law. This  Agreement  shall be governed by and construed in
          accordance  with the laws of the State of Colorado,  without regard to
          the  principles  of conflicts  of law thereof  that would  require the
          application of the laws of any jurisdiction other than Colorado.

     15.  Severability.  If any provision of this  Agreement or the  application
          thereof to  Subscriber  or any  circumstance  shall be held invalid or
          unenforceable  to any extent,  the remainder of this Agreement and the
          application of such provision to other  subscriptions or circumstances
          shall not be affected  thereby  and shall be enforced to the  greatest
          extent permitted by law.

     16.  Headings.  The headings in this Agreement are inserted for convenience
          and identification  only and are not intended to describe,  interpret,
          define, or limit the scope,  extent or intent of this Agreement or any
          provision hereof.

     17.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          counterparts,  each of which when so executed and  delivered  shall be
          deemed to be an original and all of which  together shall be deemed to
          be one and the same agreement.

     18.  Counsel.  Subscriber  hereby  acknowledges  that the  Company  and its
          counsel,  Vinson &  Elkins  L.L.P.,  represent  the  interests  of the
          Company and not those of the  Subscriber in any  agreement  (including
          this Agreement) to which the Company is a party.



                           [Signature Page to follow]


                                       11
<PAGE>






<PAGE>


     IN  WITNESS  WHEREOF,   Subscriber  has  executed  this   Subscription  and
Registration Rights Agreement as of ___________________, 2004.

                                 SUBSCRIBER



                                 Number of Shares: ____________________
                                 Offering Price per Share:  $1.50
                                 Subscription Amount:  $_______________________


                                 By:  _________________________________________
                                 Name:_________________________________________
                                 Title:________________________________________
                                 Address:  ____________________________________





     The Company hereby accepts the foregoing  subscription subject to the terms
and conditions hereof as of ______________, 2004.


                                Gasco Energy, Inc.
                                a Nevada corporation



                                By:____________________________________________
                                       Mark A. Erickson, President and
                                       Chief Executive Officer


                                       12
<PAGE>



                                                                       Exhibit A

                                HOW TO SUBSCRIBE

         (1) If you are subscribing for the purchase of Shares,  please date and
sign the signature page to this  Subscription and Registration  Rights Agreement
in the applicable spaces. Please signify the amount of Shares you are purchasing
by inserting  such amount in the space provided for on the signature page to the
Agreement.

         (2) Complete and sign the accompanying Accredited Investor Certificate.

         (3) Send all completed documents to:

         Gasco Energy, Inc.
         14 Inverness Drive East
         Building H, Suite 236
         Englewood, CO 80112
         Attn: Peggy Herald
         Telephone: (303) 483-0044

         (4)  Transmit  funds in an amount equal to the number of Shares you are
purchasing multiplied by the Offering Price via wire to the following account:

Domestic

         Usbank
         601 2nd Ave. South
         Minneapolis, MN  55402-7020
         ABA 091-000-022
         Piper Jaffray Inc.
         Acct # 1731-0311-4547
For Further Credit To:         Gasco Energy Offering Proceeds
                               3595-9612  EH08

Foreign

         Us Bank MNPLS
         Swift USBKUS441MT
         Acct # 1731-0311-4547 Piper Jaffray
For Further Credit To:  ___Gasco Energy Offering Proceeds
                  _________         3595-9612  EH08


ATTENTION SUBSCRIBERS: NO SUBSCRIPTION WILL BE ACCEPTED UNLESS ALL DOCUMENTATION
PRESCRIBED HEREIN IS FULLY COMPLETED AND EXECUTED.  ANY MATERIALS  RECEIVED THAT
ARE INCOMPLETE IN ANY RESPECT WILL BE RETURNED BY THE COMPANY.



                                       13
<PAGE>





                                                                       Exhibit B

                    CERTIFICATE OF ACCREDITED INVESTOR STATUS

         Except as may be indicated by the undersigned below, the undersigned is
an  individual  "accredited  investor,"  as that term is defined in Regulation D
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
undersigned  has  checked  the box  below  indicating  the  basis on which he is
representing his status as an "accredited investor":

__   a bank as defined in Section  3(a)(2) of the Securities Act, or any savings
     and loan association or other institution as defined in Section  3(a)(5)(A)
     of the  Securities  Act  whether  acting  in its  individual  or  fiduciary
     capacity;  a broker or dealer  registered  pursuant  to  Section  15 of the
     Securities  Exchange  Act of 1934,  as amended  (the  "Securities  Exchange
     Act");  an insurance  company as defined in Section 2(13) of the Securities
     Act; an investment  company  registered under the Investment Company Act of
     1940 or a business  development  company as defined in Section  2(a)(48) of
     that Act; a small business  investment  company  licensed by the U.S. Small
     Business  Administration  under Section 301(c) or (d) of the Small Business
     Investment Act of 1958; a plan  established and maintained by a state,  its
     political subdivisions,  or any agency or instrumentality of a state or its
     political subdivisions, for the benefit of its employees, and such plan has
     total assets in excess of $5,000,000;  an employee  benefit plan within the
     meaning of the Employee  Retirement  Income  Security  Act of 1974,  if the
     investment  decision  is made by a plan  fiduciary,  as  defined in Section
     3(21) of such Act,  which is either a bank,  savings and loan  association,
     insurance company,  or registered  investment  adviser,  or if the employee
     benefit  plan  has  total  assets  in  excess  of   $5,000,000   or,  if  a
     self-directed  plan, with investment  decisions made solely by persons that
     are "accredited investors";

__   a private business  development company as defined in Section 202(a)(22) of
     the Investment Advisers Act of 1940;

__   an  organization  described in Section  501(c)(3)  of the Internal  Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific  purpose of acquiring the  securities  offered,
     with total assets in excess of $5,000,000;

__   a natural person whose  individual  net worth,  or joint net worth with the
     undersigned's spouse, at the time of this purchase exceeds $1,000,000;

__   a natural person who had an individual income in excess of $200,000 in each
     of the two most recent years or joint income with the undersigned's  spouse
     in  excess  of  $300,000  in  each of  those  years  and  has a  reasonable
     expectation of reaching the same income level in the current year;

__   a trust  with  total  assets in excess of  $5,000,000,  not  formed for the
     specific  purpose of acquiring the  securities  offered,  whose purchase is


                                       14
<PAGE>

     directed by a person who has such knowledge and experience in financial and
     business  matters that he is capable of evaluating  the merits and risks of
     the prospective investment; or

__   an entity in which all of the equity holders are "accredited  investors" by
     virtue of their meeting one or more of the above standards.

__   an individual who is a director or executive officer of Gasco Energy, Inc.



     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Accredited Investor Status effective as of __________________, 2004.


                                           ____________________________________
                                           Name of Subscriber

                                           By: ________________________
                                           Name: ______________________
                                           Title: _______________________


                                       15
<PAGE>


                                                                       Exhibit C

                              PLAN OF DISTRIBUTION

     As of the date of this prospectus,  we have not been advised by the selling
stockholders as to any plan of distribution.  Distributions of the shares by the
selling  stockholders,   or  by  their  partners,  pledgees,  donees  (including
charitable organizations), transferees or other successors in interest, may from
time to time be offered for sale either directly by such individual,  or through
underwriters,  dealers or agents or on any exchange on which the shares may from
time to time be traded,  in the  over-the-counter  market,  or in  independently
negotiated  transactions  or  otherwise.  The methods by which the shares may be
sold include:

     o    a block  trade  (which  may  involve  crosses)  in which the broker or
          dealer so engaged will attempt to sell the securities as agent but may
          position and resell a portion of the block as principal to  facilitate
          the transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its own account pursuant to this prospectus;

     o    exchange distributions and/or secondary distributions;

     o    sales in the over-the-counter market;

     o    underwritten transactions;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and

     o    privately negotiated transactions.

     Such  transactions  may be effected by the selling  stockholders  at market
prices  prevailing  at the time of sale or at  negotiated  prices.  The  selling
stockholders  may  effect  such  transactions  by selling  the  Common  Stock to
underwriters  or  to  or  through  broker-dealers,   and  such  underwriters  or
broker-dealers may receive compensations in the form of discounts or commissions
from the selling stockholders and may receive commissions from the purchasers of
the Common Stock for whom they may act as agent.  The selling  stockholders  may
agree to indemnify any underwriter,  broker-dealer or agent that participates in
transactions   involving  sales  of  the  shares  against  certain  liabilities,
including  liabilities  arising  under the  Securities  Act.  We have  agreed to
register  the shares  for sale under the  Securities  Act and to  indemnify  the
selling  stockholders  and each person who participates as an underwriter in the
offering of the shares  against  certain civil  liabilities,  including  certain
liabilities under the Securities Act.

     In  connection  with sales of the Common Stock under this  prospectus,  the
selling  stockholders may enter into hedging  transactions with  broker-dealers,
who may in turn  engage  in short  sales of the  Common  Stock in the  course of
hedging the positions they assume. The selling stockholders also may sell shares
of Common Stock short and deliver them to close our the short positions, or loan
or pledge the  shares of Common  Stock to  broker-dealers  that in turn may sell
them.

     The  selling  stockholders  and any  underwriters,  dealers or agents  that
participate in distribution of the shares may be deemed to be underwriters,  and
any  profit on sale of the  shares  by them and any  discounts,  commissions  or
concessions  received  by any  underwriter,  dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act.

     There can be no assurances that the selling  stockholders  will sell any or
all of the shares offered under this prospectus.



                                       16
<PAGE>