Exhibit 10.2
Dowies Employment Agreement


                              EMPLOYMENT AGREEMENT

This employment agreement ("Agreement") is made and entered into as of this date
by and  between  TIDELANDS  OIL & GAS  CORPORATION  ("Corporation"),  and ROBERT
DOWIES ("Employee").

WHEREAS,  Employer and Employee  desire that the term of this Agreement begin on
October 18, 2004 ("Effective Date").

WHEREAS,  Employer  desires  to employ  Employee  as its Vice  President  of Gas
Markets  and  Supply  and  Employee  is willing  to accept  such  employment  by
Employer,  on the  terms  and  subject  to the  conditions  set  forth  in  this
Agreement.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1.  Duties.  During the term of this  Agreement,  Employee  agrees to be
employed by and to serve  Employer as its Vice  President  Gas Markets & Supply,
and Employer agrees to employ and retain Employee in such  capacities.  Employee
shall devote a substantial  portion of his business time,  energy,  and skill to
the affairs of the Employer as Employee shall report to the Employer's President
and CEO.

Section 2. Term of Employment.

2.1  Definitions.  For the purposes of this Agreement the following  terms shall
have the following meanings:

         A.  "Termination  For Cause"  shall mean  termination  by  Employer  of
Employee's  employment  by Employer by reason of Employee's  willful  dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, Employer or by
reason  of  Employee's  willful  material  breach  of this  Agreement  which has
resulted in material injury to Employer.

         B.  "Termination  Other  Than For  Cause"  shall  mean  termination  by
Employer of Employee's  employment by Employer  (other than in a Termination for
Cause) and shall include  constructive  termination of Employee's  employment by
reason of material  breach of this  Agreement  by  Employer,  such  constructive
termination  to be  effective  upon  notice  from  Employee  to Employer of such
constructive termination.

         C.  Voluntary  Termination"  shall  mean  termination  by  Employee  of
Employee's  employment by Employer  other than (i)  constructive  termination as
described in subsection 2.1(b), (ii) "Termination Upon a Change in Control," and
(iii)  termination  by reason of Employee's  death or disability as described in
Sections 2.5 and 2.6.



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2.2 Initial Term.  The term of employment of Employee by Employer shall be for a
period of three (3) years beginning with Effective Date ("Initial Term"), unless
terminated earlier pursuant to this Section. At any time prior to the expiration
of the Initial  Term,  Employer  and Employee  may by mutual  written  agreement
extend  Employee's  employment  under  the  terms  of this  Agreement  for  such
additional periods as they may agree.

2.3 Termination For Cause.  Termination For Cause may be effected by Employer at
any time  during the term of this  Agreement  and shall be  effected  by written
notification to Employee. Upon Termination For Cause, Employee shall promptly be
paid all  accrued  salary,  bonus  compensation  to the  extent  earned,  vested
deferred  compensation  (other than pension pay or profit  sharing plan benefits
which will be paid in accordance with the applicable  plan),  any benefits under
any plans of the Employer in which  Employee is a participant to the full extent
of Employee's rights under such plans,  accrued vacation pay and any appropriate
business  expenses incurred by Employee in connection with his duties hereunder,
all to the  date of  termination,  but  Employee  shall  not be paid  any  other
compensation  or  reimbursement  of  any  kind,  including  without  limitation,
severance compensation.

2.4  Termination  Other Than For Cause.  Notwithstanding  anything  else in this
Agreement,  Employer may effect a  Termination  Other Than For Cause at any time
upon giving written notice to Employee of such termination. Upon any Termination
Other Than For Cause,  Employee shall promptly be paid all accrued salary, bonus
compensation  to the extent earned,  vested  deferred  compensation  (other than
pension plan or profit  sharing plan  benefits  which will be paid in accordance
with the applicable plan), any benefits under any plans of the Employer in which
Employee is a  participant  to the full extent of  Employee's  rights under such
plans  (including  accelerated  vesting,  if any, of awards  granted to Employee
under  the  Employer's  stock  option  plan),   accrued  vacation  pay  and  any
appropriate business expenses incurred by Employee in connection with his duties
hereunder,  all to the  date  of  termination,  and all  severance  compensation
provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 Termination by Reason of Disability.  If, during the term of this Agreement,
Employee, in the reasonable judgment of the Board of Directors of Employer,  has
failed to perform  his  duties  under  this  Agreement  on account of illness or
physical or mental  incapacity,  and such illness or incapacity  continues for a
period of more than  twelve (12)  consecutive  months,  Employer  shall have the
right to terminate  Employee's  employment  hereunder by written notification to
Employee and payment to Employee of all accrued  salary,  bonus  compensation to



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the extent  earned,  vested  deferred  compensation  (other than pension plan or
profit  sharing  plan  benefits  which  will  be  paid in  accordance  with  the
applicable plan), any benefits under any plans of the Employer in which Employee
is a  participant  to the full  extent of  Employee's  rights  under such plans,
accrued vacation pay and any appropriate  business expenses incurred by Employee
in connection with his duties  hereunder,  all to the date of termination,  with
the exception of medical and dental  benefits which shall  continue  through the
expiration  of  this  Agreement,  but  Employee  shall  not be  paid  any  other
compensation  or  reimbursement  of  any  kind,  including  without  limitation,
severance compensation.

2.6 Death.  In the event of Employee's  death during the term of this Agreement,
Employee's  employment  shall be deemed to have terminated as of the last day of
the month during which his death occurs and Employer  shall  promptly pay to his
estate or such  beneficiaries  as Employee may from time to time  designate  all
accrued  salary,  bonus  compensation  to the  extent  earned,  vested  deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Employer in which Employee is a participant to the full extent of Employee's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses  incurred by Employee in connection with his duties  hereunder,  all to
the date of  termination,  but  Employee's  estate  shall  not be paid any other
compensation  or  reimbursement  of  any  kind,  including  without  limitation,
severance compensation.

2.7 Voluntary  Termination.  In the event of a Voluntary  Termination,  Employer
shall promptly pay all accrued salary,  bonus compensation to the extent earned,
vested  deferred  compensation  (other than pension plan or profit  sharing plan
benefits  which  will be paid in  accordance  with  the  applicable  plan),  any
benefits  under any plans of the Employer in which  Employee is a participant to
the full extent of Employee's rights under such plans,  accrued vacation pay and
any appropriate  business  expenses  incurred by Employee in connection with his
duties hereunder,  all to the date of termination,  but no other compensation or
reimbursement of any kind, including without limitation, severance compensation.

2.8 Notice of  Termination.  Employer may effect a termination of this Agreement
pursuant to the provisions of this Section upon giving thirty (30) days' written
notice to Employee of such  termination.  Employee may effect a  termination  of
this  Agreement  pursuant to the  provisions  of this Section upon giving thirty
(30) days' written notice to Employer of such termination.

Section 3. Salary, Benefits and Bonus Compensation.



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3.1 Base  Salary.  As payment  for the  services  to be  rendered by Employee as
provided  in  Section 1 and  subject to the terms and  conditions  of Section 2,
Employer  agrees to pay to Employee a "Base Salary" for the twelve (12) calendar
months beginning the Effective Date at the rate of $100,000 per annum payable in
24 equal bi-monthly installments.

3.2 Stock Grant.  Employee shall be eligible to receive a common stock grant, at
Employee's  option,  for each year (or portion  thereof) during the term of this
Agreement  and any  extensions  thereof,  in the amount of One Hundred  Thousand
(100,000) common shares annually. The stock grants will vest every six months at
the rate of 50,000 shares.  The first 50,000 shares will vest April 18, 2005 and
each succeeding six months during the term of this Agreement.  The Employee will
have the option to have the shares issued under the  Employer's  Stock Grant and
Option Plan or issued directly outside the plan.

3.3 Additional  Benefits.  During the term of this Agreement,  Employee shall be
entitled to the following fringe benefits:

         A. Employee Benefits. Employee shall be eligible to participate in such
of  Employer's  benefits and deferred  compensation  plans as are now  generally
available  or later  made  generally  available  to  executive  officers  of the
Employer, including, without limitation, Employer's Stock Grant and Option Plan,
profit sharing plans,  annual physical  examinations,  dental and medical plans,
personal catastrophe and disability  insurance,  financial planning,  retirement
plans and  supplementary  executive  retirement  plans,  if any. For purposes of
establishing  the length of  service  under any  benefit  plans or  programs  of
Employer,  Employee's  employment  with  the  Employer  will be  deemed  to have
commenced on the Effective Date.

         B.  Vacation.  Employee  shall be entitled to two (2) weeks of vacation
during each year during the term of this Agreement and any  extensions  thereof,
prorated for partial years.

         C.  Reimbursement  for  Expenses.  During  the term of this  Agreement,
Employer  shall  reimburse  Employee  for  reasonable  and  properly  documented
out-of-pocket  business and/or  entertainment  expenses  incurred by Employee in
connection with his duties under this Agreement.

Section 4. Severance Compensation.

4.1 Severance  Compensation in the Event of a Termination  Other Than for Cause.
In the event Employee's employment is terminated in a Termination Other Than for
Cause, Employee shall be paid as severance compensation his full Base Salary (at
the rate payable at the time of such termination), for a period of the remaining
portion of the Initial Term of the  Employment  contract.  The Employee shall be
entitled  to an  accelerated  vesting of any awards  granted to  Employee  under
Employer's  Stock  Option  Plan  to the  extent  provided  in the  stock  option
agreement entered into at the time of grant.



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4.2  No  Severance  Compensation  Upon  Other  Termination.  In the  event  of a
Voluntary  Termination,   Termination  For  Cause,   termination  by  reason  of
Employee's  disability pursuant to Section 2.6, Employee or his estate shall not
be paid any severance compensation.

Section 5.  Payment  Obligations.  Employer's  obligation  to pay  Employee  the
compensation   and  to  make  the   arrangements   provided   herein   shall  be
unconditional,  and Employee  shall have no  obligation  whatsoever  to mitigate
damages  hereunder.  If litigation after a Change in Control shall be brought to
enforce or interpret any provision  contained  herein,  Employer,  to the extent
permitted by applicable law and the  Employers'  Articles of  Incorporation  and
Bylaws,  hereby indemnifies Employee for Employee's  reasonable  attorneys' fees
and disbursements incurred in such litigation.

Section  6.   Confidentiality.   Employee  agrees  that  all   confidential  and
proprietary  information  relating to the business of Employer shall be kept and
treated as confidential both during and after the term of this Agreement, except
as may be  permitted  in writing by  Employer's  Board of  Directors  or as such
information  is within the  public  domain or comes  within  the  public  domain
without any breach of this Agreement.

Section 7.  Withholdings.  All compensation  and benefits to Employee  hereunder
shall be reduced by all federal, state, local and other withholdings and similar
taxes and payments required by applicable law.

Section 8.  Indemnification.  In  addition to any rights to  indemnification  to
which Employee is entitled to under the Employer's Articles of Incorporation and
Bylaws, Employer shall indemnify Employee at all times during and after the term
of this Agreement to the maximum extent  permitted under Nevada Revised Statutes
or any successor provision thereof and any other applicable state law, and shall
pay  Employee's  expenses in defending  any civil or criminal  action,  suit, or
proceeding  in  advance  of the  final  disposition  of  such  action,  suit  or
proceeding, to the maximum extent permitted under such applicable state laws.


TIDELANDS OIL & GAS CORPORATION



___________________________
By:  Michael Ward



ROBERT W. DOWIES



___________________________
Robert W. Dowies






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