EXHIBIT 10.13
                               GASCO ENERGY, INC.
                         STRATEGIC CONSULTING AGREEMENT

         THIS AGREEMENT is made as of this 14th day of February 2003 by Resource
Venture   Management  and  Marc  A.  Bruner,   Blauenweg  29,  4116   Metzerlen,
Switzerland,  ("Consultant"), and GASCO ENERGY, INC., a Nevada corporation, with
offices at 14 Inverness  Drive East,  Suite H236,  Denver,  Colorado  80112 (the
"Company"),  for the  purpose  of  setting  forth the terms  and  conditions  of
Consultant's  services by the Company  and to protect the  Company's  knowledge,
expertise,  customer relationships and the confidential  information the Company
has  developed  regarding  clients,  customers,  shareholders,  option  holders,
employees, products, business operations and services. As of the Effective Date,
this Agreement supersedes any prior understandings or agreements,  including the
Agreement dated July 11, 2001,  between Consultant and the Company or any of the
Company's subsidiaries or affiliates.

                                    RECITALS:

         WHEREAS,  the Board  desires to provide for the  continued  services of
Consultant and to make certain  changes in  Consultant's  services  arrangements
with the Company which the Board has determined will reinforce and encourage the
continued  attention and  dedication to the Company of Consultant as a member of
the  Company's  management,  in  the  best  interest  of  the  Company  and  its
shareholders.  Consultant is willing to commit  himself to continue to serve the
Company,  on the terms and conditions  herein provided,  although this Agreement
may be amended at any time by written agreement among the parties; and

         WHEREAS,  in order to effect the foregoing,  the Company and Consultant
wish to enter into a consulting  agreement on the terms and conditions set forth
below,

         NOW  THEREFORE,  in  consideration  of the premises and the  respective
covenants and  agreements of the parties herein  contained,  and intending to be
legally bound hereby, the parties hereto agree as follows:

1.       TIME AND EFFORTS

         1.1 Consultant shall be hired as the Company's Strategic Consultant and
shall devote time and attention to the duties and  responsibilities of Strategic
Consultant in furtherance of the Company's business.

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         1.2 In the  performance  of  all  of  his  responsibilities  hereunder,
Consultant  shall  be  subject  to all of the  Company's  policies,  rules,  and
regulations applicable to its officers and employees generally. Consultant shall
report to the President and Chief Executive Officer and Board of Directors.

2.       TERM

         The initial Term of this  Agreement is from  1/2/2003  (the  "Effective
Date") until 1/31/2006;  however on each anniversary of the Effective Date after
12/31/2005,  this Agreement  shall be  automatically  extended for an additional
one-year Term from such anniversary date unless the Company notifies  Consultant
in writing  90 days  prior to the  anniversary  of the  Effective  Date that the
Company  will not be renewing  this  Agreement  on the next  anniversary  of the
Effective  Date, or unless sooner  terminated  pursuant to Section 4. References
hereinafter to the "Term" of this Agreement shall refer to both the initial term
and any extended term of Consultant's services hereunder.

3.       COMPANY'S AUTHORITY

         Consultant  agrees to observe and comply with the reasonable  rules and
regulations  of Company as adopted by the Board of  Directors  of the Company or
committee  of the Board of  Directors  respecting  performance  of  Consultant's
duties and to carry out and perform orders,  directions, and policies of Company
as they may be, from  time-to-time,  stated to Consultant  either verbally or in
writing.

4.       TERMINATION

         This  Agreement  shall be  terminated  upon the happening of any of the
following events:

         4.1      Upon the death of Consultant.

         4.2      Whenever the Company and Consultant shall mutually agree to
termination.

         4.3 At the option of the Company, upon written notice by the Company to
Consultant,  for Cause.  "Cause" shall exist for such  termination if Consultant
(i) pleads or is found  guilty of a felony  involving  an act of  dishonesty  or
moral turpitude by a court of competent jurisdiction;  (ii) has engaged in gross
misconduct,  materially and demonstratively  injurious to the company; (iii) has
made any material misrepresentation or omission to the Company under Section 1.5
hereof;  (iv) has  committed  an  unexcused  material  breach of his duty in the
course of Consultant's  services; (v) has been guilty of habitual neglect of his
duties;  (vi) has  usurped a  corporate  opportunity,  is  guilty of  fraudulent
embezzlement of property or funds of the Company,  or committed any act of fraud
or  intentional   misrepresentation,   moral  turpitude,   dishonesty  or  other
misconduct  that would  constitute a felony;  or (vii) has committed a material,
unexcused breach of this Agreement.  Prior to any termination for Cause, Company
shall give Consultant written notice.

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         4.4  The  Company  may  terminate   Consultant's  services  under  this
Agreement  at any time  without  Cause,  on at least  ninety (90)  working  days
written  notice,  subject to provisions for payment of compensation as specified
under  Section  5.5 of this  Agreement.  Should  the  Company  fail to  maintain
appropriate  directors' and officers' liability insurance,  this Agreement shall
terminate,  at  Consultant's  option,  subject  to  provisions  for  payment  of
compensation as specified under Section 5.5 of this Agreement.

         4.5      At the option of Consultant, upon 90 days written notice by
Consultant to the Company.

         4.6 If as a result of Consultant's incapacity due to physical or mental
illness,  Consultant  shall  have been  absent  from his duties  hereunder  on a
part-time basis for the entire period of three consecutive months, and within 30
days after  written  notice of  termination  is given (which may occur before or
after  the end of such  three-month  period)  shall  not  have  returned  to the
performance  of his duties  hereunder  on a  part-time  basis,  the  Company may
terminate Consultant's services hereunder.

         4.7      Upon the expiration of the Term of this Agreement, or any
extension or renewal thereof.

         4.8      Upon a Change of Control as defined in subsection 5.5.5 below.

5.       CURRENT COMPENSATION

         5.1 Annual  Consulting  Fee.  For all services  rendered by  Consultant
under this  Agreement,  the Company shall pay or cause to be paid to Consultant,
and Consultant shall accept the Consulting Fee and Bonus  Compensation,  if any,
all in accordance with the subject to the terms of this Agreement.  For purposes
of this Agreement,  the term "Compensation" shall mean the Annual Consulting Fee
and Bonus  Compensation,  if any.  Consultant  shall be  entitled  to receive as
current  compensation  an Annual  Fee in an  amount  of not less than  $120,000.
(Hereinafter referred to as the "Consulting Fee").  References in this Agreement
to  "annual"  or "per annum" or  "Annual"  and  similar  phrases  shall mean the
twelve-month  period  commencing  on January 1st of each year during the Term of
this Agreement unless otherwise indicated.

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         5.2 Bonus  Compensation.  Consultant  shall also be  entitled to annual
incentive  compensation ("Bonus Compensation") equal to 0.875% of the sum of the
Company's net after-tax  earnings as reported in the Company's  audited year-end
financial statements plus interest expense,  deferred taxes, depletion expenses,
depreciation  expenses,  amortization  expenses, and exploration expenses (which
sum  is  hereinafter  referred  to as  "cash  flow").  The  parties  agree  that
exploration  expenses  would be deducted from net after-tax  earning only if the
Company has elected the  "successful-efforts"  accounting method; if the Company
has  elected the  "full-cost"  accounting  method,  exploration  expenses  would
already be deducted in the computation of the Company's net after-tax  earnings,
subject to the additional provisions forth in Sections 5.2.1 and 5.2.2 below. In
addition,  prior to January 31 of each year  during the Term of this  Agreement,
Consultant  and the Company shall mutually  agree to a  performance-based  bonus
plan.  Such  bonus  plan  shall be  based  on  mutually  agreeable  measures  of
performance.

                  5.2.1 The parties agree that Bonus  Compensation  payments are
intended to be based on cash flow from undrilled Company-owned  properties as of
July 11, 2001 and  undrilled  properties  acquired by the Company  subsequent to
July 11,  2001.  Should the Company  acquire  proven-producing  properties  with
existing  cash flows,  net income less the  hypothetical  income tax due thereon
plus  interest  expense,   deferred  taxes,  depletion  expenses,   depreciation
expenses,  amortization  expenses,  and exploration  expenses (which exploration
expenses would only be added if the Company has elected the "successful-efforts"
accounting  method)  attributable to the acquired,  proven-producing  properties
shall be deducted from the base amount upon which the cash flow is derived.

                  5.2.2 Should the Company acquire  proven-producing  properties
with  existing  cash flows,  the parties  agree to  negotiate in good faith with
respect to the development of a schedule of the declining  production profile of
such  properties.  The parties agree that the amount derived by multiplying  the
proven-production  stream,  as set forth in the schedule,  by the  corresponding
sales price,  less  corresponding  production costs shall be subtracted from the
cash flow upon which Bonus Compensation is based.

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                  5.2.3 Bonus Compensation  payments due hereunder shall be made
within 15 days after the Company has received  the signed audit report  covering
the year-end financial statements.

         5.3      Reserved.

         5.4 Payments of Current  Compensation.  The payment of  Consulting  Fee
shall be made in  monthly  installments  on the then  prevailing  paydays of the
Company. Any payment for Incentive  Compensation will be made in accordance with
the Consultant Incentive Compensation Plan, and payment will be made in one lump
sum concurrently with payments made to others in senior management. All payments
are not subject to the customary  withholding tax and other  employment taxes as
required with respect to compensation paid to an employee.

         5.5      Payment of Compensation on Termination.

                  5.5.1 Upon  termination of Consultant's  services prior to the
expiration of this  Agreement,  if such  termination is pursuant to Section 4.1,
4.2, 4.5, 4.6, or 4.7 hereof, Consultant shall be entitled to his Consulting Fee
and Bonus  Compensation,  earned but unpaid  through the date of  termination of
agreement, payable on the date of termination. Consultant shall also be entitled
to exercise any vested Plan options for a period of One (1) Year  following  the
termination of his agreement hereunder.

                  5.5.2 Upon termination of Consultant's employment prior to the
expiration of this  Agreement,  if such  termination  is pursuant to Section 4.4
hereof,   Consultant   shall  be  entitled  to  any  Consulting  Fee  and  Bonus
Compensation  accrued but unpaid  through the date of termination of employment,
payable  on the  date of  termination.  Consultant  shall  also be  entitled  to
compensation  in an amount equal to the greater of (i)  Consultant's  Consulting
Fee for one year and (ii) Consultant's Annual Consulting Fee for the period from
the date of  termination  through the remaining Term of this Agreement plus cash
equal to the greater  amount of $500,000 or the amount that is to be distributed
pursuant  to  paragraph  5.5.4  (a) below as if there  were a Board of  Director
Recommended  Change of Control.  The stock price used in calculating such amount
in 5.5.4 (a) shall be the average closing price for the thirty (30) trading days
prior to termination.  Consultant  shall also be entitled to exercise any vested
Plan  options  for a  period  of  one  year  following  the  termination  of his
employment  hereunder.   The  provisions  of  this  Section  5.5.2  shall  apply
throughout  the Term of this  Agreement,  including  any period of  extension in
accordance with the provisions of Section 2 above.

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                  5.5.3 If the Company fails to extend this contract pursuant to
Section 2 hereof  Company  shall pay to  Consultant  cash  equal to the  greater
amount of $500,000 or the amount that is to be distributed pursuant to paragraph
5.5.4  (a)  below as if there  were a Board of  Director  Recommended  Change of
Control  on or  prior  to the  then  applicable  date of  expiration  in  effect
hereunder. The stock price used in calculating such amount in 5.5.4 (a) shall be
the average closing price for the thirty (30) trading days prior to termination.

                  5.5.4 In the event that this Agreement  terminates as a result
of a Change of Control (as hereafter  defined),  Consultant shall be entitled to
any Annual Consulting Fee, and Bonus Compensation but unpaid through the date of
termination of employment,  payable on the date of termination. Upon termination
as a result of a Change of Control,  Consultant shall also receive the following
additional compensation payable in cash on the date a Change of Control occurs:
                  a) If the Change of Control  occurs  pursuant to a transaction
or series of transactions  that have been recommended to the shareholders of the
Company by the  Company's  Board of  Directors  then  Consultant  shall  receive
additional  compensation  based on the cash equivalent  consideration  paid to a
holder of one share of the Company's Common Stock as set forth below:

                Value of consideration for each       Compensation to be paid to
    Level                 Common Share                        Consultant
--------------- --------------------------------- ------------------------------
--------------- --------------------------------- ------------------------------
      I                  $1.00 - $1.49                         $500,000
     II                  $1.50 - $.199                        $1,000,000
     III                 $2.00 - $2.49                        $2,000,000
     IV                  $2.50 - $2.99                        $2,500,000
      V                  $3.00 - $3.49                        $3,000,000
     VI                      >$3.50                           $3,500,000

                  b) If the Change of Control  occurs  pursuant to a transaction
or series of  transactions  that have not been  recommended  by the Board of the
Directors to the  shareholders of the Company then Consultant  shall receive the
greater of  $1,500,000  or cash equal to the  amount  that is to be  distributed
pursuant  to  paragraph  5.5.4  (a) above as if there  were a Board of  Director
Recommended Change of Control immediately upon such Change of Control.
Consultant  shall be entitled to exercise all granted  Plan stock  options for a
period of one year following the termination of his contract hereunder.

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                  5.5.5  For  all  purposes  of this  Agreement,  a  "change  of
control"  shall mean and shall be deemed to have occurred if: (i) there shall be
consummated  (X)  any  consolidation  or  merger  of the  Company  with  another
corporation or entity and as a result of such  consolidation or merger less than
50%  of  the  outstanding  voting  securities  of  the  surviving  or  resulting
corporation or entity shall be owned,  directly or indirectly,  in the aggregate
by the stockholders of the Company,  other than  "affiliates," as defined in the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), of any party
to such  consolidation  or merger,  as the same shall have  existed  immediately
prior to such consolidation or merger, or (Y) any sale, lease, exchange or other
transfer (or in one transaction or a series of related  transactions) of all, or
substantially  all, of the assets of the Company;  (ii) the  stockholders of the
Company  shall  have  approved  any  plan or  proposal  for the  liquidation  or
dissolution  of the  Company;  (iii) any  "person"  (as such term is used in the
Section  13(d)  and  14(d)  (2) of the  Exchange  Act)  shall  have  become  the
beneficial  owner  (within the meaning of Rule 13d-3 under the Exchange  Act) of
50% or more  of the  Company's  outstanding  common  stock,  without  the  prior
approval  of the  Board;  (iv)  during  any  period  of two  consecutive  years,
individuals who at the beginning of such period  constituted the entire Board of
Directors  shall have  ceased for any reason to  constitute  a majority  thereof
unless  the  election,   or  the   nomination  for  election  by  the  Company's
stockholders,  of each new Director was approved by vote of at least  two-thirds
of the Directors then still in office who were Directors at the beginning of the
period;  (v) a change  of  control  of a nature  that  would be  required  to be
reported in response to item 6(e) of Schedule 14A of Regulation 14A  promulgated
under the Exchange Act shall have occurred;  or (vi) any consolidation or merger
of the  Company  with  another  corporation  or  entity  and as a result of such
consolidation or merger  Consultant is not retained by the Board of Directors as
the Chairman of the Board and Strategic Consultant (a "Change of Control").

6. DETERMINATION OF DISABILITY; PAYMENT OF DISABILITY INSURANCE PREMIUMS

         6.1 In the event Consultant's disability, as defined in Section 4.6, is
in question, and after written request by the Company,  Consultant refuses to be
examined by his  regularly  attending  physician or if the  regularly  attending
physician fails to submit a report within 30 days after the examination has been
requested by the Company,  the  determination of disability shall be made by the
Company.

         6.2 Consultant shall be entitled to the disability  benefits  available
to all  executive  employees of the Company.  It is the intent of the Company to
establish a disability insurance program as soon as practicable.

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7.       MISCELLANEOUS BENEFITS

         7.4  Business   Expenses.   Consultant  shall  be  reimbursed  for  all
reasonable  expenses  incurred  by  Consultant  and  approved  in advance by the
President,  Chief  Executive  or the  Board  of  Directors  in  connection  with
Consultant's  attendance of business  meetings and promotion of Company business
upon presentation by Consultant to the Company of an expense report and adequate
records  or  other  documentation  substantiating  the  expenditures,  not  less
frequently than monthly. Any such amounts disallowed,  as a business expense for
federal or state income tax purposes, shall be deemed additional consulting fees
to  Consultant.  The fact that the Company may not reimburse  Consultant  for an
expense is not an indication  that the Company  determined  that the expense was
not incurred on its behalf or in connection with the Company's business.

8.       RESTRICTIVE COVENANTS

         9.1  Confidential  Information.  Consultant  acknowledges  that  in his
services  hereunder he occupies a position of trust and  confidence.  During the
Term,  and  thereafter in  accordance  with the  provisions  of this  Agreement,
Consultant  shall not, except as may be required to perform his duties hereunder
as required by applicable  law, and except for  information  which is or becomes
publicly  available  other  than as a result  of a breach by  Consultant  of the
provisions  hereof,  disclose to others or use,  whether directly or indirectly,
any Confidential Information.  "Confidential Information" shall mean information
about the  Company,  its  subsidiaries  and  affiliates,  and  their  respective
suppliers,  clients  and  customers  that is not  disclosed  by the  Company for
financial reporting purposes and that was learned by Consultant in the course of
this agreement hereunder,  including (without limitation) proprietary knowledge,
trade secrets, market research, data, formulae, information and supplier, client
and customer  lists and all papers,  resumes,  and records  (including  computer
records) of the documents containing such Confidential  Information.  Consultant
agrees to deliver or return to the Company, at the Company's request at any time
or upon  termination or expiration of this  agreement,  or as soon thereafter as
possible,  all  documents,  computer  tapes and  disks,  records,  lists,  data,
drawings,  prints,  notes  and  written  information  (and all  copies  thereof)
furnished by the Company or any of its  subsidiaries  affiliates  or prepared by
Consultant  during the Term of this  agreement by the Company.  The  obligations
hereof shall not apply to any  information  that is or becomes  public or in the
public domain by action of the Company or through no fault of Consultant.

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         9.2 Business  Diversion.  During the Term and for 12 months thereafter,
Consultant shall not, directly or indirectly,  influence or attempt to influence
customers or suppliers of the Company or any of its  subsidiaries  or affiliates
to divert their business to any  competitor of the Company,  to the exclusion of
the Company.  However,  Consultant  may  contract  with the same  customers  and
suppliers  after the Term  hereof so long as it is not to the  exclusion  of the
Company's relationships with such customers and suppliers.

         9.3  Non-Solicitation.  Consultant  recognizes  that  he  will  possess
confidential   information   about  other  employees  of  the  Company  and  its
subsidiaries  and affiliates  relating to, among other things,  their education,
experience,  skills,  abilities,  compensation and benefits,  and  interpersonal
relationships with suppliers and customers of the Company. Consultant recognizes
that  the  information  he will  possess  about  these  other  employees  is not
generally known, is of substantial value to the Company, and will be acquired by
him because of his business  position with the Company.  Consultant agrees that,
during  the  Term  and for 12  months  thereafter,  he  will  not,  directly  or
indirectly,  solicit or recruit any employee of the Company, its subsidiaries or
affiliates  for the purpose of being  employed by him or by any other  person on
whose  behalf he is acting as an agent,  representative  or employee and that he
will not convey any such  confidential  information or trade secrets about other
employees of the Company, including its subsidiaries or affiliates, to any other
person. However, if Consultant's employment is terminated in accordance with the
provisions  of  Section  4.4,  nothing  herein  shall  prevent  Consultant  from
soliciting or recruiting,  directly or  indirectly,  any employee of the Company
recruited to the Company by Consultant.

         9.4 If Consultant breaches,  or threatens to commit a breach of, any of
the provisions of Section 9 (the "Restrictive  Covenants"),  the Company and its
subsidiaries shall have the right to seek the following:

                  9.4.1 Specific  Performance.  The right and remedy to have the
Restrictive   Covenants   specifically   enforced  by  any  court  of  competent
jurisdiction,  it being  agreed  that any  breach  or  threatened  breach of the
Restrictive  Covenants  would  cause  irreparable  injury to the  Company or its
subsidiaries  and that money  damages may not provide an adequate  remedy to the
Company or its subsidiaries.

                  9.4.2 Accounting.  The right and remedy to require  Consultant
to account for and pay over to the Company or its subsidiaries,  as the case may
be, all compensation,  profits, monies,  accruals,  increments or other benefits
derived or received by Consultant as a result of any transaction  constituting a
breach of the Restrictive Covenants.

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                  9.4.3  Severability  of  Restrictive   Covenants.   Consultant
acknowledges and agrees that the Restrictive  Covenants are reasonable and valid
in  geographic  and  temporal  scope  and in all  other  respects.  If any court
determines at any of the Restrictive Covenants,  or any part thereof, is invalid
or unenforceable,  the remainder of the Restrictive  Covenants shall not thereby
be  affected  and shall be given  full  effect  without  regard  to the  invalid
provisions.

                  9.4.4 Blue Penciling.  If any court determines that any of the
Restrictive  Covenants,  or any part thereof,  is  unenforceable  because of the
duration or geographic scope or such provision,  such court shall have the power
to reduce the duration or scope of such  provision,  as the case may be, and, in
its reduced form, such provision shall not be enforceable.

                  9.4.5 Enforceability of Jurisdictions. The obligations in this
Section 9 shall survive the termination of Consultant's  Agreement or expiration
of this Agreement and shall be fully enforceable thereafter.  Consultant intends
to and hereby confers jurisdiction to enforce the Restrictive Covenants upon the
courts of any  jurisdiction  within  the  geographic  scope of such  Restrictive
Covenants.  If the  courts  of any one or more of such  jurisdictions  hold  the
Restrictive  Covenants  unenforceable  by reason of the breadth of such scope or
otherwise,  it is the intention of Consultant that such determination not bar or
in any way affect the right of the  Company  or its  subsidiaries  to the relief
provided  above in the courts of any other  jurisdiction  within the  geographic
scope  of  such  Restrictive  Covenants,  as to  breaches  of  such  Restrictive
Covenants in such other respective jurisdictions,  such Restrictive Covenants as
they relate to each jurisdiction being, for this purpose, severable into diverse
and independent Restrictive Covenants.

10. PARTICIPATION IN STOCK AND OPTION CONSULTANT COMPENSATION PLAN

         10.1  Consultant  shall  receive  additional  grants of options,  stock
appreciation rights,  phantom stock rights, and any similar option or securities
or  equity  compensation  when  and as such  grants  are  considered  for  other
executives  or  employees  of the Company in an amount equal to 25% of the total
number of options  granted to all  executives and employees in any calendar year
during the term of this contract beginning in 2003.

         10.2 If any conditions  contained  herein  contradict the Plan then the
terms of this Agreement shall supersede those of the Plan.

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         10.3 In the event of termination of Consultant's employment pursuant to
a Change of  Control,  Consultant  shall be  entitled  to  exercise  all  vested
options,  and any  additional  options that have been  granted.  In the event of
termination of Consultant's  employment  pursuant to Section 4.4, any additional
options that have been granted but have not yet vested in accordance  with their
terms shall immediately vest.

         10.4  Within 120 days of the  Effective  Date the  Company  shall issue
Consultant 187,500 shares of Company common stock pursuant to a restricted stock
plan in exchange for Consultant  surrendering all of Consultant's rights, claims
and interests in the following options to purchase Company common stock:

                           150,000  options  priced at $3.15 per  share,
                            50,000  options  priced  at  $3.00  per  share, and
                           925,000  options priced at $2.00 per share


11.      DISPUTE RESOLUTION

         The parties agree that any dispute that may arise in  connection  with,
arising out of or relating to this Agreement, or any dispute that relates in any
way,  in whole or in part,  to  Consultant's  agreement  with the  Company,  the
termination of that agreement,  or any other dispute by and among the parties or
their  successors,   assigns  or  affiliates,  shall  be  submitted  to  binding
arbitration  in Arapahoe  County,  Colorado  according to the  Contract  Dispute
Resolution Rules and Procedures of the American  Arbitration  Association.  This
arbitration  obligation  extends  to any and all  claims  that may  arise by and
between the parties or their  successors,  assigns or affiliates,  and expressly
extends  to,  without  limitation,  claims  or  cause  of  action  for  wrongful
termination,  impairment of ability to compete in the open labor market,  breach
or an express or implied contract, breach of the covenant of good faith and fair
dealing,  breach  of  fiduciary  duty,  fraud,  misrepresentation,   defamation,
slander, infliction of emotional distress,  disability, loss of future earnings,
and  claims  under  the  applicable  state   constitution,   the  United  States
Constitution,   and  applicable  state  fair  employment  laws,   federal  equal
employment   opportunity   laws,  and  federal  and  state  labor  statutes  and
regulations,  including,  but not limited to, the Civil  Rights Act of 1964,  as
amended, the  Labor-Management  Relations Act, as amended, the Worker Retraining
and Notification  Act of 1988, the Americans With  Disabilities Act of 1990, the
Rehabilitation Act of 1973, as amended,  the Employee Retirement Income Security
Act of 1974, as amended,  the Age  Discrimination  in Employment Act of 1967, as
amended, and the California Fair Employment and Housing Act, as amended.

                                       11
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12.      ASSIGNMENT

         This Agreement is a personal  contract,  and the rights,  interests and
obligations  of  Consultant  hereunder may not be sold,  transferred,  assigned,
pledged  or  hypothecated   except  as  otherwise  expressly  permitted  by  the
provisions of this Agreement.  Consultant may, with the prior written consent of
the Company (which shall not unreasonably be withheld), assign this Agreement to
an entity  (corporation,  partnership  or  limited  liability  company)  that is
controlled by Consultant.  Consultant shall not under any circumstances have any
option or right to require payment  hereunder  otherwise than in accordance with
the terms hereof.  Except as otherwise  expressly  provided  herein,  Consultant
shall not have any power of  anticipation,  alienation or assignment of payments
contemplated  hereunder,  and all rights and benefits of Consultant shall be for
the sole personal  benefit of Consultant,  and no other person shall acquire any
right, title or interest hereunder by reason of any sale, assignment,  transfer,
claim or  judgment  or  bankruptcy  proceedings  against  Consultant;  provided,
however,  that in the event of Consultant's death,  Consultant's  estate,  legal
representatives  or  beneficiaries  (as the case may be) shall have the right to
receive all of the  benefits  that  accrued to  Consultant  pursuant  to, and in
accordance with, the terms of this Agreement.

13.      SUCCESSOR

         This Agreement may be assigned by the Company to any successor interest
to its  business.  This  Agreement  shall  bind and inure to the  benefit of the
Company's successors and assigns as well.

14.      NOTICES

         All  notices,  requests and demands  hereunder  shall be in writing and
delivered by hand, by mail, or by telegram, and shall be deemed given if by hand
delivery,  upon such  delivery,  and if by mail,  48 hours after  deposit in the
United States mail, first class,  registered or certified mail,  postage prepaid
and properly addressed to the party at the address set forth at the beginning of
this Agreement.  Any party may change its address for purposes of this paragraph
by giving the other  party  written  notice of the new address in the manner set
forth above.

                                       12
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15.      INVALID PROVISIONS

         Invalidity  or  unenforceability  of any  particular  provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable  provision were
omitted.

16.      AMENDMENT, MODIFICATION OR REVOCATION

         This Agreement may be amended, modified or revoked in whole or in part,
but only by a written instrument which specifically refers to this Agreement and
expressly  states that it constitutes an amendment,  modification  or revocation
hereof, as the case may be, and only if such written  instrument has been signed
by each of the parties to this Agreement.

17.      HEADINGS

         The headings in this  Agreement are inserted for  convenience  only and
are not to be considered in construction of the provisions hereof.

18.      ENTIRE AGREEMENT

         This Agreement contains the entire  understanding among the parties and
supersedes any prior written or verbal  agreements  between them  respecting the
subject  matter  hereof,  including,  without  limitation,  any prior  verbal or
written  employment  agreement  between  Consultant  and the  Company.  Upon the
effectiveness  hereof,  any  such  prior  verbal  or  written  agreements  shall
terminate.

         No  representations or warranties of any kind or nature relating to the
Company or its affiliates or their respective businesses,  assets,  liabilities,
operations,  future  plans or  prospects  have  been made by or on behalf of the
Company to Consultant; nor have any representations or warranties of any kind or
nature been made by Consultant to the Company,  except as expressly set forth in
this Agreement.

                                       13
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19.      ATTORNEYS' FEES

         If any legal action is necessary to enforce the terms and conditions of
this Agreement, the prevailing party in such action shall be entitled to recover
all  costs  of  suit  and  reasonable  attorneys'  fees  as  determined  by  the
arbitrator.

20.      FURTHER ASSURANCES

         The parties shall execute such  documents and take such other action as
is necessary or appropriate to effectuate the provisions of this Agreement.

21.      CONTROLLING LAW

         This Agreement shall be governed by the laws of the State of Colorado.

22.      WAIVER

         A waiver by either  party of any of the  terms  and  conditions  hereof
shall not be construed as a general  waiver by such party,  and such party shall
be free to reinstate  such part or clause,  with or without  notice to the other
party.

23.      INDEMNIFICATION

         To the fullest extent permitted by law and the Company's Certificate of
Incorporation and Bylaws, the Company shall indemnify, defend, and hold harmless
the Consultant for all amounts (including, without limitation, judgments, fines,
settlement payments,  losses, damages, costs and expenses,  including reasonable
attorneys  fees,  incurred or paid by Consultant in connection  with any action,
proceeding,  suit or investigation arising out of or relating to the performance
by  Consultant  of  services  for,  or acting as, an officer or  employee of the
Company or any subsidiary thereof. The Company agrees to use its best efforts to
maintain  directors' and officers' liability  insurance,  but the failure of the
Company to maintain such  insurance or any portion  thereof shall not negate nor
diminish Company's obligations as set forth in this paragraph.

24.      PERIODIC REVIEWS

         During  January  of each  year  during  the term  hereof,  the Board of
Directors of the Company shall review Consultant's  Consulting Fee, bonus, stock
options,  and additional  benefits then being provided to Consultant.  Following
each such review, the Company may in its discretion increase the Consulting Fee,
bonus, stock options, and benefits; however, the Company shall not decrease such
items during the period Consultant  serves as an employee of the Company.  Prior
to November 30th of each year during the term hereof,  the Board of Directors of
the  Company  shall  communicate  in  writing  the  results  of such  review  to
Consultant.

                                       14
<PAGE>

         IN WITNESS  WHEREOF,  the parties have  entered into this  Agreement on
February 14, 2003.

THE COMPANY:                                         CONSULTANT:

GASCO ENERGY, INC.


By    /s/ Mark A. Erickson                           /s/ Marc A. Bruner
      --------------------------                     -------------------------
      Mark A. Erickson, President                    Marc A. Bruner


                                       15
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                                    Exhibit A


                                       16
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                                    Exhibit B
                               Oil & Gas Holdings

Minority, noncontroling stocks in various oil & gas companies.




                                       17
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