Exhibit
      10.62

            


    

    EXECUTIVE EMPLOYMENT
AGREEMENT

     

    Executive
Employment Agreement among Gran Tierra
Energy Brasil Ltda.
(“GTB”), a Brazilian company, an affiliate company of Solana
Resources Ltd. (“Solana"), and Gran Tierra
Energy Inc., an Alberta, Canada corporation ("Gran Tierra") and Julio Cesar
Dias Moreira (hereinafter called the "Executive", collectively with
GTB, the “Parties").
Solana and Gran Tierra are the quotaholders of GTB (the "Quotaholders”) and sign this
Agreement in the capacity of Intervenient-Parties. Solana, Gran Tierra and
GTB-may be referred hereinafter as “Gran Tierra
Group”.

     

    RECITALS:

     

    A.           The
Executive has specialized knowledge and valuable skills and experience which are
critical to the management and success of the business.

     

    B.           GTB
wishes to secure the services of the Executive as President of GTB.

     

    C.           The
Parties wish to set forth their entire understanding and agreement with respect
to the subject matter hereof in its entirety with this Executive Employment
Agreement (the "Agreement").

     

    Therefore,
the Parties agree as follows:

     

    Article
1

     

    DUTIES
AND RESPONSIBILITIES

     

    1.1           Position

     

    GTB
confirms the appointment of the Executive to the position of President of GTB on
a full-time basis.  The Executive shall report to the Quotaholders,
represented for all supervisory purposes of this Agreement by the officer of the
Quotaholders designated in Schedule B ("the Officer), and perform the duties and
responsibilities reasonably assigned to the Executive by the Quotaholders as
identified broadly in Schedule A at the end of this Agreement. The parties agree
that the relationship between GTB and the Executive created by this Agreement is
that of employer and employee as per Brazilian law.

     

    1.2           Other
Engagements

     

    The
Executive shall not engage in any other business, profession or occupation which
would conflict with the performance of his duties and responsibilities under
this Agreement or affect negatively GTB's business, either directly or
indirectly, including accepting appointments to the boards of other companies
without the prior written consent of the Quotaholders.

     

    1.3           Reassignment

     

    The
Executive shall not be reassigned to another position within GTB itself, or to a
position within another subsidiary or other affiliated or related corporate
entity of Gran Tierra Group (a "Member Company" or "Member Companies”) or alter
the duties, responsibilities, title, or reporting lines of the Executive or
change the location of the Executive's employment unless the Executive agrees to
such reassignment or alteration.

     

    1.4           Travel

     

    The
Executive shall be available for such business-related travel as may be required
for the purposes of carrying out the Executive's duties and responsibilities.
The Executive shall be entitled to fly business class only for international
flights and shall use economy for domestic travel. The Executive will be
entitled to choose suitable accommodations when traveling on GTB
business,

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
2

     

    TERM
OF EMPLOYMENT

     

    The
Executive's employment with GTB is for no specified duration and constitutes
al-will employment, effective as from August 10th, 2009. The Executive's
employment may be terminated at any time by either GTB or Executive, -subject to
the provisions of Article 9.

     

    ARTICLE
3

     

    BASE
SALARY

     

    The
Executive will be paid an initial monthly Base Salary equivalent to R$ 37,884.00
and this Base Salary is subject to all applicable statutory deductions. The
Executive's Base Salary will be .payable in accordance with GTB practices and
procedures as they may exist from time to time. Base Salary will be reviewed and
may be increased on an annual basis by the Quotaholders. Considering
the-.managerial nature of the position, Executive will not be entitled to any
increase in his compensation as:, a result.of overtime work, as determined by
article 62, II, of the Brazilian labor legislation (Consolidaçäo das Leis do
Trabalho –"CLT”).

     

    ARTICLE
4

     

    'BONUS

     

    4.1           Bonus
Eligibility

     

    The
Executive shall be eligible to receive an annual bonus payment (the "Bonus") in addition to-Base
Salary and other compensation for each year of the Executive's employment as
determined by-the Quotaholders from time to time.

     

    4.2           Bonus
Payment

     

    The Bonus
shall be payable within sixty (60) days of the end of the fiscal year, and will
be based upon the Executive's performance during the preceding
year.

     

    ARTICLE
5


     

    BENEFITS

     

    The
Executive shall be entitled to participate in and to receive all rights and
benefits under any life insurance, long term disability, medical, dental, health
and accident plans maintained by the Quotaholders for GTB employees and for its
executives. GTB will continue to pay the Executive's Base Salary in the event
the Executive becomes disabled until such time as the Executive begins to
receive long-term disability insurance benefits.

     

    The
Executive will also receive a Private Retirement Savings Allowance (allowance) of 8% of his Base
Salary. This amount will be deposited on a monthly basis by GTB within an
investment institution. 1/3 of the allowance will be vested with the Executive
12 months after the deposit. 2/3 of the allowance will be vested with the
Executive 24 months after the deposit. The final 1/3 of the allowance will be
vested with the Executive 36 months after the deposit.

     

    All the
contribution amounts made by GTB to the Investment Institutions as Private
Retirement Savings Allowance will vest immediately and automatically if there is
a termination of employment of the Executive following provisions in Article 9.2
and 9.3.

     

    ARTICLE
6

     

    VACATION

     

    The
Executive will be entitled to five (5) weeks’ vacation per year. Payment of all
vacation will be at Base Salary. The Executive will arrange vacation time to
suit the essential business needs of GTB. Unused vacation entitlement will be
carried over into the following calendar year to a maximum entitlement of eight
weeks in any one year. On leaving the employment of GTB for whatever reason, GTB
will compensate the Executive for any accrued but unused vacation entitlement
based upon the Executive's then current Base Salary.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ARTICLE
7

     

    STOCK
OPTIONS

     

    The
Executive will be granted an initial stock options grant 150,000 shares of the
common stock of Gran Tierra Energy Inc., a company incorporated in Nevada,
United States of America ("GTE'), in accordance with the terms and conditions of
the 2007 Gran Tierra Energy Equity Incentive Plan. The stock options will be
priced in accordance with the terms of the plan on the first date of employment
of the Executive with GTB. The Executive will be eligible to participate in
applicable future stock option plans and/or incentive award plans created by GTE
in accordance with their terms-and conditions.

     

    ARTICLE
8

     

    PERQUISITES
AND EXPENSES

     

    GTB
recognizes that the Executive will incur expenses in the performance of the
Executives duties. GTB shall reimburse the Executive for any reasonable out of
pocket expenses incurred in the course of employment. GTB will reimburse the
Executive for the membership cost of a Golf Club and to monthly club maintenance
fees to a maximum of R$13,200.00/annum. GTB will also provide a suitable armored
vehicle and a driver for the Executive for the duration of his employment with
GTB. The vehicle will be the property of GTB and GTB will cover all reasonable
operating and maintenance costs for the vehicle.

     

    ARTICLE
9

     

    TERMINATION
OF EMPLOYMENT

     

    9.1           Termination
Without Notice

     

    This
Agreement and the Executive's employment with GTB may be terminated, without GTB
being obligated to provide the Executive with advance notice of termination or
pay in lieu of such notice, whether under contract, statute, common law or
otherwise, in the following circumstances:

     

    
      	
               
      

            	
              (a)

            	
              Voluntary
      Resignation

            


    

     

    In the
event the Executive voluntarily resigns, except where the Executive resigns for
Good Reason as provided for in this Agreement, the Executive will give a minimum
of ninety (90) days' advance written notice to GTB and Quotaholders copied to
the Officer. The Executive will not be entitled to receive any further
compensation or benefits whatsoever other than those which have accrued up to
the Executive's last day of active service with GTB. GTB may, at its discretion,
waive in whole or in part such notice with payment in lieu to the
Executive;

     

    
      	
               
      

            	
              (b)

            	
              Cause

            


    

     

    "Cause"
is defined as any of the acts stated in article 482 of the Brazilian labor
legislation (CLT), i.e.:

     

    
      	
               
      

            	
              (1)

            	
              act
      of misconduct;

            


    

     

    
      	
               
      

            	
              (2)

            	
              misbehavior;

            


    

     

    
      	
               
      

            	
              (3)

            	
              regular
      trading for his own or others' account without permission from employer,
      and when it represents an act of competition with the company, or is
      detrimental to the service;

            


    

     

    
      	
               
      

            	
              (4)

            	
              criminal
      conviction, in case there has been no suspension of the
      decision;

            


    

     

    
      	
               
      

            	
              (5)

            	
              negligence
      in the performance of duties;

            


    

     

    
      	
               
      

            	
              (6)

            	
              customary
      drunkenness or when in duty;

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (7)

            	
              violation
      of company's secrecy;

            


    

     

    
      	
               
      

            	
              (8)

            	
              act
      of indiscipline or insubordination;

            


    

     

    
      	
               
      

            	
              (9)

            	
              abandonment
      of employment;

            


    

     

    
      	
               
      

            	
              (10)

            	
              harmful
      act to the honor or good fame practiced against anyone when in duty, or
      physical offenses in the same conditions, except in case of legitimate
      defense;

            


    

     

    
      	
               
      

            	
              (11)

            	
              harmful
      act to the honor or good fame or physical offenses practiced against the
      employer, except in case of legitimate
defense;

            


    

     

    
      	
               
      

            	
              (12)

            	
              regular
      practice of gambling;

            


    

     

    
      	
               
      

            	
              (13)

            	
              acts
      against the national security.

            


    

     

    The
Agreement may not be terminated for Cause unless and until the Executive
receives a copy of a resolution duly adopted by the affirmative vote of at least
a majority of the Quotaholders finding that in the good faith opinion of the
Quotaholders, that "Cause" exists and specifying the particulars thereof in
reasonable detail.

     

    9.2           Termination
by GTB without Cause

     

    In case
GTB terminates the Executive's employment without Cause, GTB shall provide the
Executive with a separation package (the "Separation Package") equal to
the difference between: (a) one years' Total Cash Compensation; and (b) the
termination charges paid by GTB directly or indirectly to the Executive for his
benefit as required by the Brazilian labor and social security legislation, e.g:
(i) proportional 13th month salary; (ii) proportional vacation salary; (iii)
proportional vacation bonus; and (iv) 40% of all the deposits made on the FGTS
account.

     

    "Total
Cash Compensation" is defined as the annualized amount of Base Salary plus Bonus
Payment for the prior 12-month period. The Bonus Payment for the purpose of this
item will be equivalent to the average of the Bonus Payments related to the 2
preceding years, if any. If the termination occurs before 2 years from the
execution of this Agreement, the Bonus Payment for the purpose of this item will
be equivalent to the Bonus Payment related to the previous year, if
any.

     

    The
Separation Package shall be payable in a lump sum within thirty (30) days of
termination.

     

    9.3           Termination
by the Executive for Good Reason

     

    Should
the Executive terminate his employment for Good Reason, as hereinafter defined,
he shall receive the Separation Package set out in section 9.2. Failure of the
Executive to terminate his employment on the occurrence of any event which would
constitute Good Reason shall not constitute waiver of his right to under this
section 9.3. Notwithstanding the foregoing, Executive may terminate his
employment -for Good Reason so long as Executive tenders his resignation to GTB
within thirty (30) days after the occurrence of the event that forms the basis
for the resignation for Good Reason; provided, however, that Executive must
provide written notice to GTB and the Quotaholders copied to the Officer
describing the nature of the event that Executive believes forms the basis for
the resignation for Good Reason, and GTB .and the Quotaholders shall thereafter
have ten (10) days to cure such event.

     

    "Good
Reason" is defined as the occurrence of any of the following without the
Executive's express written consent:

     

    
      	
               
      

            	
              (a)

            	
              an
      adverse 'change in the Executive's position, titles, duties or
      responsibilities (including new, additional or changed formal or informal
      reporting responsibilities) or any failure to re-elect or re-appoint him
      to any such positions, titles, duties or offices, except in connection
      with the termination of his employment for
  Cause;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      Change in Control (as defined below) of the GTE occurs after. one hundred
      and eighty three (183) days of the executive's employment;
    or

            


    

     

    (c)           any
breach by GTB of any material provision of this Agreement.

     

    A “Change
in Control" is defined as:

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (a)           a
dissolution, liquidation or sale of all or substantially all of the assets of
GTE;

     

    (b)           a
merger or consolidation in which GTE is not the surviving corporation;
or

     

    
      	
               
      

            	
              (c)

            	
              a
      reverse merger in which the GTE is the surviving corporation but the
      shares of the GTE's common stock outstanding immediately preceding the
      merger are converted by virtue of the merger into other property, whether
      in the form of securities, cash or
otherwise.

            


    

     

    This
"Change in Control" clause will be effective after one hundred and eighty three
(83) days of the onset of the executive's employment with GTB.

     

    ARTICLE
10

     

    DIRECTORS/OFFICERS
LIABILITY

     

    
      	
              10.1

            	
              Indemnity

            


    

     

    GTB shall
provide to the Executive indemnification in accordance with the Indemnification
Agreement entered into between GTB and the Executive.

     

    
      	
              10.2

            	
              Insurance

            


    

     

    
      	
               
      

            	
              (a)

            	
              GTB
      shall purchase and maintain, or assure that the Quotaholders, or a Member
      Company, purchase and maintain, throughout the period during which the
      Executive acts as a director or-officer of GTB and for a period of two
      years after the date that the Executive ceases to act as a director or
      officer of GTB, directors' and officers' liability insurance for the
      benefit of the Executive and the Executive's heirs, executors,
      administrators and other legal representatives, such that the Executive's
      insurance coverage is, at all times, at least equal to or better than any
      insurance coverage GTB purchases and maintains for the benefit of its then
      current directors and officers, from time to
  time.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      for any reason whatsoever, any directors' and officers' liability insurer
      asserts that the Executive or the Executive's heirs, executors,
      administrators or other legal representatives are subject to a deductible
      under any existing or future directors' and officers' liability insurance
      purchased and maintained by GTB, the Quotaholders or a Member Company for
      the benefit of the Executive and the Executive's heirs, executors,
      administrators and other legal representatives, GTB shall pay the
      deductible for and on behalf of the Executive or the Executive's
      heirs,executors, administrators or other legal representatives, as the
      case may be.

            


    

     

    
      	
              10.3

            	
              Survival

            


    

     

    The
provisions of sections 10.1. and 10.2 of this Agreement shall survive the
termination of..this Agreement or the employment of the Executive with the GTB
and such provisions shall continue in full force and effect in accordance with
such Indemnification Agreement and the provisions of this Agreement for the
benefit of the Executive.

     

    ARTICLE
11

     

    NON-COMPETITION
AND CONFIDENTIALITY

     

    
      	
              11.1

            	
              Non-Competition

            


    

     

    The
Executive recognizes and understands that in performing the duties and
responsibilities of his employment as outlined in this Agreement, he will be a
key employee of GTB and will occupy a position of high fiduciary trust and
confidence, pursuant to which he has developed and will develop and acquire wide
experience and knowledge with respect to all aspects of the services and
businesses carried on by GTB, the Quotaholders and their Member Companies and
the manner in which such businesses are conducted. It is the expressed intent
and agreement of the Executive and of GTB that such knowledge and experience
shall be used solely and exclusively in the furtherance of the business
interests of GTB, the Quotaholders and their Member Companies and not in any
manner detrimental to them. The Executive therefore agrees that so long as he is
employed by GTB pursuant to this Agreement he shall not engage in any practice
or business in competition with the business of GTB, the Quotaholders or any of
their Member Companies.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              11.2

            	
              Confidentiality

            


    

     

    The
Executive recognizes and understands that in the performance of his employment
duties and responsibilities as outlined in this Agreement, he will be a key
employee of the GTB and will become knowledgeable, aware and possessed of all
confidential and proprietary information, know-how, data, strategic studies,
techniques, knowledge and other confidential information of every kind or
character relating to or connected with the business or corporate affairs and
operations of GTB, the Quotaholders and their Member Companies and includes,
without limitation, geophysical studies and data, market data, engineering
information, shareholder data, client lists, compensation rates and methods and
personnel information (collectively”'Confidential Information”)
concerning the business of GTB, the Quotaholders and their Member Companies. The
Executive therefore agrees that, except with the written consent of the
Quotaholders, he will not disclose such Confidential Information to any
unauthorized persons so long as he is employed by GTB pursuant to this Agreement
and for a period of 24 months thereafter; provided that the foregoing shall not
apply to any Confidential Information which is or becomes known to the public or
to the competitors of GTB, the Quotaholders or their Member Companies other than
by a breach of this Agreement. The Parties agree that nothing provided above
shall limit or restrict the Executive's fiduciary and confidential obligations
provided by Brazilian law.

     

    
      	
              11.3

            	
              Following
      Termination of Agreement

            


    

     

    Subject
to this provision and without otherwise restricting the fiduciary and
confidential obligations imposed upon, or otherwise applicable to the Executive
as a result of the Executive having been a senior officer and key employee of
GTB, the Executive shall not be prohibited from obtaining employment with or
otherwise forming or participating in a business competitive to the business of
GTB, the Quotaholders  and their Member Companies after termination of
this Agreement and the Executive's employment With GTB.

     

    ARTICLE
12

     

    CHANGES
TO AGREEMENT

     

    Any
modifications or amendments to this Agreement must be in writing and signed by
all parties or else they shall have no force and effect.

     

    ARTICLE
13

     

    ENUREMENT

     

    This
Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors and assigns, including without limitation, the
Executive's heirs, executors, administrators and personal
representatives.

     

    ARTICLE
14


     

    GOVERNING
LAW

     

    This
Agreement shall be construed in accordance with the laws of Brazil.

     

    ARTICLE
15

     

    NOTICES

     

    
      	
              15.1

            	
              Notice
      to Executive.

            


    

     

    Any
notice required or permitted to be given to the Executive shall be deemed to
have been received if delivered personally to the Executive or sent by courier
to the Executive's home address last known to the GTB.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              15.2

            	
              Notice
      to GTB.

            


    

     

    Any
notice required or permitted to be given to the GTB shall be deemed to have been
received if delivered personally to, sent by courier, or sent by facsimile
to:

     

    Gran
Tierra Energy Brazil Ltda.

    #300, 611
10th Avenue S.W.

    Calgary,
Alberta, Canada T2R OB2

    Fax: 403
265 3242

    Attn.:
Officer

     

    Copied to
the Quotaholders:

    Solana
Resources Ltd.

    #300, 611
10th Avenue S.W. .

    Calgary,
Alberta, Canada T2R 0B2

    Fax: 403
265 3242

    Attn.:
Officer

     

    Gran
Tierra Energy Inc.

    300,
611-10th Avenue
S.W.

    Calgary,
Alberta, Canada T2R 0B2

    Fax:
(403) 265-3242

    Attn:
Officer

     

    ARTICLE
16

     

    WITHHOLDING

     

    All
payments made by GTB to the Executive or for the benefit of the Executive shall
be subject to applicable withholdings and deductions as per GTB practices and
Brazilian law.

     

    ARTICLE
17

     

    INDEPENDENT
LEGAL ADVICE

     

    The
Executive acknowledges that the Executive has been advised to obtain independent
legal advice with respect to entering into this Agreement, that he has obtained
such Independent legal advice or has expressly deemed not to seek such advice,
and that the Executive is entering into this Agreement with full knowledge of
the contents hereof, of the Executives own free will and with full capacity and
authority to do so.

     

    ARTICLE
18


     

    REPLACEMENT
OF ANY PRIOR AGREEMENTS

     

    The
parties acknowledge that upon the execution of this Agreement by each of the
parties, all provisions of any prior agreements are hereby superseded in their
entirety and replaced herein and shall have no further force or
effect.

     

    ARTICLE
19


     

    CORPORATE
POLICIES

     

    As an
Executive employee of the GTB, the Employee agrees to provide written
acknowledgement of their acceptance of the GTB, Quotaholders and their Member
Companies' policies with respect to business conduct and ethics, insider
trading, foreign corrupt practices, compliant reporting and acceptable computer
use.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    ARTICLE
20

     

    BACKGROUND
CONFIRMATION

     

    The
executive shall provide to Gran Tierra copies of his diplomas and professional
reference names and phone numbers which will serve for the purposes of
employment and education background checks.

     

    IN WITNESS WHEREOF the parties
hereto have eceuted this agreement as of the date set forth below, with an
effective date as of July 1st,
2009.

     

    
      
        
          	
                  EXECUTIVE

                	 
      	
                  GRAN
      TIERRA ENERGY BRASIL LTD., a Brazilian company

                
	 
      	 
      	 
      
	
                  By:

                	
                  /s/Julio Moreira

                	 
      	
                  By:

                
	
                  Title:

                	 
      	 
      	
                  Name:

                
	
                  Date:

                	
                  July 1, 2009

                	 
      	
                  Date:

                
	 
      	 
      	 
      
	
                  As
      Intervenient-Parties

                	 
      	 
      
	 
      	 
      	 
      
	
                  GRAN
      TIERRA ENERGY INC., an

                	 
      	
                  SOLANA
      RESOURCES LTD

                
	
                  Alberta,
      Canada corporation

                	 
      	 
      
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Dana Coffield

                	 
      	
                  By:

                	
                  /s/ Dana Coffield

                
	
                  Name:

                	
                  Dana Coffield

                	 
      	
                  Name:

                	
                  Dana Coffield

                
	
                  Title:

                	
                  President & CEO

                	 
      	
                  Title:

                	
                  President & CEO

                
	
                  Date:

                	
                  6 July 2009

                	 
      	
                  Date:

                	
                  6 July
2009

                


        

      

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Schedule
A

     

    Executive's
Duties

     

    Duties and Responsibilities
for President of Gran Tierra Enemy Brasil Ltda. ("GTB")

     

    
      	
              ·

            	
              President
      of GTB shall report directly to the Quotaholders represented by the
      Officer of the Quotaholders designated in Schedule
  B.

            


    

     

    
      	
              ·

            	
              Initiation
      of business – open a GTB office, recruit local staff and manage resources
      within budget.

            


    

     

    
      	
              ·

            	
              Strategic
      leadership – formulate and recommend strategies to the Officer to maximize
      quotaholder value and long-term success of the GTB in Brazil; implement
      capital and operating plans; identify principal risks to the GTB's
      business and take appropriate steps to manage these risks; make Gran
      Tierra Energy a quality brand name in Brazil. Keep the Officer fully
      informed on all significant operational, financial and other matters
      relevant to GTB. Screen and recommend M&A and farm-in opportunities
      for GTB. Coordinate evaluation of bid round opportunities. Work with
      Calgary and Rio based G&G staff to capture high quality
      opportunities.

            


    

     

    
      	
              ·

            	
              Technical
      Leadership – ensure a rigorous and disciplined approach to technical work
      of the GTB with regard to geology geophysics and related disciplines;
      encourage technical innovation, imagination and
  pragmatism.

            


    

     

    
      	
              ·

            	
              Financial
      Leadership – develop annual capital commitment and expenditure budgets for
      approval by the Officer; develop annual operating forecasts; authorize the
      commitment of funds sanctioned by the Officer, authorize the commitment of
      contracts, transactions and arrangements in the ordinary course of
      business; take reasonable steps to ensure the GTB's assets are adequately
      safeguarded.

            


    

     

    
      	
              ·

            	
              Administrative
      Leadership – develop and maintain a sound and effective organizational
      structure; ensure all members of the organization have clear
      responsibilities.

            


    

     

    
      	
              ·

            	
              Public
      Leadership – Formulate and maintain effective communications and excellent
      relationships with host government, PETROBRAS the ANP, ministry, other
      E&P companies, industry associates, communities and other in-country
      stakeholders; manage interactions between GTB and the public in
      Brazil.

            


    

     

    
      	
              ·

            	
              Compliance
      Leadership – establish effective control and coordination mechanisms for
      all operations arid activities of GTB in Brazil in coordination and
      support with those controls and procedures established by Corporate of
      Gran Tierra Group in Calgary; take reasonable steps to ensure the safe,
      efficient operation of GTB and its employees/workers; ensure all
      operations and activities are in compliance with laws, regulations and the
      GTB, the Quotaholders and their Member Companies' code of business conduct
      and ethics and other policies and practices approved by Corporate of Gran
      Tierra Group in Calgary; foster a high performance corporate culture that
      promotes ethical practices and encourages individual and corporate
      integrity and responsibility.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Schedule
B

     

    Quotaholders'
Officer

     

    The
Quotaholders hereby designate Mr. Shane O'Leary to act as the Officer, for the
purpose of Article 1, item 1.1 of this Agreement.

     

    
      
         


      

      
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    Schedule
A

     

    Duties and Responsibilities
for President

     

    
      	
              ·

            	
              President
      of Gran Tierra Energy Colombia shall report directly to the President and
      CEO of Gran Tierra Energy Inc. and the board of directors of GTE
      Cayman.

            


    

     

    
      	
              ·

            	
              Strategic
      leadership – formulate and recommend strategies to the President and CEO
      and the board of directors of GTE Cayman to maximize shareholder value and
      long-term success of the Partnership in Colombia; implement capital and
      operating plans; identify principal risks to the Partnership’s business
      and take appropriate steps to manage these risks; keep the President and
      CEO and the board of directors of GTE Cayman fully informed on all
      significant operational, financial and other matters relevant to the
      Partnership.

            


    

     

    
      	
              ·

            	
              Technical
      Leadership – ensure a rigorous and disciplined approach to technical work
      of the Partnership with regard to geology, geophysics, engineering and
      related disciplines; encourage technical innovation, imagination and
      pragmatism.

            


    

     

    
      	
              ·

            	
              Financial
      Leadership – develop annual capital commitment and expenditure budgets for
      approval by the President and CEO and the board of directors of GTE
      Cayman; develop annual operating forecasts; authorize the commitment of
      funds sanctioned by the President and CEO and the board of directors of
      GTE Cayman; authorize the commitment of contracts, transactions and
      arrangements in the ordinary course of business; take reasonable steps to
      ensure the Partnership’s assets are adequately
  safeguarded.

            


    

     

    
      	
              ·

            	
              Administrative
      Leadership – develop and maintain a sound and effective organizational
      structure; ensure all members of the organization have clear
      responsibilities.

            


    

     

    
      	
              ·

            	
              Public
      Leadership – maintain effective communications and appropriate
      relationships with host government, ministry, industry associates,
      communities and other in-country stakeholders; manage interactions between
      the Partnership and the public in
Colombia.

            


    

     

    
      	
              ·

            	
              Compliance
      Leadership – establish effective control and coordination mechanisms for
      all operations arid activities of the Partnership in Colombia in
      coordination and support with those controls and procedures established by
      Gran Tierra; take reasonable steps to ensure the safe, efficient operation
      of the Partnership and its employees/workers; ensure all operations and
      activities are in compliance with laws, regulations and the Partnership’s
      code of business conduct and ethics and other policies and practices
      approved by Gran Tierra; foster a high performance corporate culture that
      promotes ethical practices and encourages individual and corporate
      integrity and responsibility.

            


    

     

    
      
         


      

      
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    ADDENDUM
No. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT

     

    This
Addendum No. to the Executive Employment Agreement (the “Agreement”) is entered
into on [insert date] between Gran Tierra Energy Colombia Ltd., a Utah
partnership (the “Partnership”), Gran Tierra Energy Inc. a Nevada corporation
(“Gran Tierra”), Gran Tierra Energy Cayman Islands Inc., a Cayman Islands
company (“GTE Cayman”) and Julian Antonio Garcia Salcedo (the “Executive”,
collectively with the Partnership, GTE Cayman and Gran Tierra, the
“Parties”)

     

    RECITALS

     

    
      	
               
      

            	
              A.

            	
              The
      Parties executed the Agreement on November 23rd
  2009.

            


    

    
      	
               
      

            	
              B.

            	
              To
      comply with Colombian legislation the Executive must sign an employment
      contract under Colombian Law.

            


    

    
      	
               
      

            	
              C.

            	
              The
      Parties wish to clarify the company in charge of the payment of the Base
      Salary and Bonus contemplated on the
Agreement.

            


    

     

    
      Therefore,
the Parties agree as follows:

    

     

    
      	
              1)

            	
              Modification
      to Article 3. Base Salary.

            


    

     

    Article 3
of the Agreement will state as follows:

     

    “The
Executive will be paid on annual salary in the amount of $600,000,000 Colombian
pesos, subject to required withholdings (the “Base Salary”). The Executive’s
Base Salary will be payable in accordance with Partnership practices and
procedures as the may exist from time to time. Base Salary will be reviewed and
may be increased on an annual basis by the Partnership, with input from the
Executive, provided that any salary increase is approved by the Board and the
board of directors of GTE Cayman.

     

    The Base
Salary will be paid to the Executive by the Colombian branch of Gran Tierra
Energy Colombia Ltd. through an employment contract that will be signed between
them.”

     

    
      	
              2)

            	
              Article
      4. 2 Bonus Payment

            


    

     

    Article
4.2 Bonus Payment will state as follows:

     

    “The
Bonus shall be payable within sixty (60) days of the end of the fiscal year, and
will be based upon the Executive’s performance, the performance of Gran Tierra
Energy Colombia and the performance of Gran Tierra Energy Inc. during the
preceding year.

     

    The Bonus
will be paid to the Executive by the Colombian branch of Gran Tierra Energy
Colombia Ltd. through an employment contract that will be signed between
them.”

     

    IN
WITHNESS WHEREOF, the Parties have executed this Addendum No. 1 to the
Agreement, to be duly executed on  .....................................

     

    Gran
Tierra Energy Inc.

     

    
      
        	
                By: 

              	
                /s/ Dana Coffield

              
	 
      	
                Dana
      Coffield, President and Chief Executive
Officer

              


      

    

     

    Gran
Tierra Energy Cayman Islands Inc., a Cayman Islands Company, for itself and for
the Partnership as the general manager of GTE Colombia Holdings LLC, the sole
owner of Argosy Energy LLC, general Partner of the Partnership

     

    
      
         


      

      
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                  By:

                	
                  /s/ Dana Coffield

                
	
                           
                  Dana
      Coffield, Director

                
	 
      
	
                  Executive:  

                	
                  /s/ Julian Garcia

                
	
                             
                Julian Antonio
      Garcia Salcedo

                
	 
      
	
                  Witness:

                	
                  /s/ Martin
Eden

                


        

      

    

     

    
      
         


      

      
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