Exhibit 10.1
 EXECUTIVE EMPLOYMENT AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 OILSANDS QUEST INC.
  JAMEY FITZGIBBON
 WHEREAS
 AND WHEREAS
 NOW THEREFORE
 ARTICLE I  DEFINITIONS AND INTERPRETATION
  (a)
    
    Act means the Business Corporations Act(Alberta), as amended;(b)
    
    affiliated has the meaning set out in the Act, and an affiliate means one
of two or more affiliated bodies corporate;(c)
    
    Agreement means this Executive Employment Agreement;(d)
    
    Base Salary means the amount paid to the Executive annually by the
Corporation pursuant to Article 5.1;(e)
    
    Board of Directors means the board of directors of the Corporation;(f)
    
    Business means the business of the Corporation;




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(g)
    
    Cause means any reason which would entitle the Corporation to terminate the
Executives employment without notice or payment in lieu of notice at common law, or
under the provisions of any other applicable law or regulation and includes, without
limiting the generality of the foregoing:
 (i)
    
    fraud, misappropriation of the Corporations property or funds,
embezzlement, malfeasance, misfeasance or nonfeasance in office which is
willfully or grossly negligent on the part of the Executive;(ii)
    
    the willful allowance by the Executive of his duty to the
Corporation and his personal interests to come in conflict in a material way in
relation to any transaction or matter that is of a substantial nature; or(iii)
    
    the material breach by the Executive of any of his covenants
or obligations under this Agreement including, without limitation, any
non-competition, non-solicitation or confidentiality covenants with the
Corporation;
 (h)
    
    Change of Control means the occurrence of any of the following:
 (i)
    
    the acquisition, by whatever means, by a person (or two or more
persons who in such acquisition have acted jointly or in concert or intend to
exercise jointly or in concert any voting rights attaching to the securities
acquired), directly or indirectly, of the beneficial ownership of such number
of voting securities or rights to voting securities of the Corporation, which
together with such persons then owned voting securities and rights to voting
securities, if any, represent (assuming the full exercise of such rights to
voting securities) more than 30% of the combined voting power of the
Corporations then outstanding voting securities and such persons previously
owned rights to voting securities; or(ii)
    
    the amalgamation, consolidation or merger of the Corporation
with any other corporation pursuant to which the shareholders of the
Corporation immediately prior to such transaction do not own voting securities
of the successor or continuing corporation which would entitle them to cast
more than 30% of the votes attaching to shares in the capital of the successor
or continuing corporation which might be cast to elect directors of that
corporation; or(iii)
    
    the election at a meeting of the Corporations shareholders,
as directors of the Corporation, of a number of persons, who were not included
in the slate for election as directors proposed to the Corporations
shareholders by the Corporations prior Board of Directors, and who would
represent a majority of the Board of Directors, or the appointment as directors
of the Corporation, of a number of persons which would represent a majority of
the Board of Directors, nominated by any holder of voting shares of the
Corporation or by any group of holders of voting shares of the Corporation
acting jointly or in concert and not approved by the Corporations prior Board
of Directors;
 (i)
    
    Company Property includes any and all proprietary technology, financial,
operating and training information, all works of expression and any copyrights in such
works, current or potential business contacts and contract development information,
patentable inventions, discoveries or trade secrets, and any materials,
tools, equipment, devices, records, files, data, tapes, computer programs, computer
disks, software, communications, letters, proposals, memoranda, lists, drawings,
blueprints, correspondence, specifications or any other documents or property
belonging to the Corporation or any Related Corporations;
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(j)
    
    Confidential Information means any information of a confidential nature which
relates to the Business of the Corporation or any Related Corporation, including,
without limiting the generality of the foregoing, trade secrets, technical information,
marketing strategies, sales and pricing policies, financial information, business,
marketing or technical plans, programs, methods, techniques, concepts, formulas,
documentation, intellectual property, software, industrial designs, products,
geophysical studies and data, strategic studies, engineering information, customer and
supplier lists, shareholder data and personnel information. Notwithstanding the
foregoing, Confidential Information shall not include any information which:
 (i)
    
    was in the possession of or known to the Executive prior to
joining the Corporation or any Related Corporation, without any obligation to
keep it confidential, before it was disclosed to the Executive by the
Corporation; or(ii)
    
    is or becomes public knowledge through no fault of the
Executive; or(iii)
    
    is independently developed by the Executive outside the scope
of his employment with the Corporation; or(iv)
    
    is disclosed by the Corporation or any Related Corporation, to
another Person without any restriction on its use or disclosure; or(v)
    
    is or becomes lawfully available to the Executive from a source
other than the Corporation;
 (k)
    
    Effective Date means September 16, 2008, unless otherwise noted herein or
agreed to by the Parties;(l)
    
    Intellectual Property means:
 (i)
    
    all material subject to copyright claims,(ii)
    
    all know-how, trade secrets, improvements, discoveries and
inventions, whether or not patentable, and(iii)
    
    all patent applications and patents,
 in any case, made, conceived, developed or first reduced to practice by the
Executive in the course of the Executives employment with the Corporation (whether
during regular office hours or otherwise and whether at the Corporations work
premises or otherwise), and any continuation thereof made during the term
of the Executives employment with the Corporation or after termination thereof,
together with all supporting evidence thereof, including, without limitation, notes,
sketches, drawings, diagrams, models and data pertaining thereto.
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(m)
    
    Monthly Base Salary means the annual Base Salary paid to the Executive,
divided by 12;(n)
    
    Notice means any notice given by one Party to the other Party in accordance
with the provisions hereof;(o)
    
    Notice Period shall be 16 months plus one month for each completed year of
employment by the Executive, up to a maximum aggregate of 24 months;(p)
    
    Party means one or other of the Executive and the Corporation, and Parties
means the Executive and the Corporation;(q)
    
    Permanent Disability means a mental or physical disability whereby the
Executive:
 (i)
    
    is unable, due to illness, disease, mental or physical
disability or similar cause, to fulfill his obligations as an officer of the
Corporation for any consecutive 6 month period, or for any period of 12 or more
months (whether consecutive or not) in any consecutive 24 month period; or(ii)
    
    is declared by a Court of competent jurisdiction to be mentally
incompetent or incapable of managing his affairs;
 (r)
    
    Person includes an individual, partnership, association, body corporate,
trustee, executor, administrator or legal representative, and Persons means a group
of more than one Person;(s)
    
    Related Corporation means any subsidiary, parent company, division,
affiliate, predecessor or successor of the Corporation;(t)
    
    Term means the period during which this Agreement remains in force pursuant
to Article III;(u)
    
    Termination Date means the last day actively worked by the Executive for the
Corporation; and
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(v)
    
    Triggering Events means any one or more of the following:
 (i)
    
    a material change (other than those which are clearly
consistent with a promotion) in the services, position or duties of the
Executive with the Corporation, responsibilities (including, without
limitation, the office to which the Executive reports and the personnel which
report to the Executive), title or office, which includes any removal of the
Executive from or any failure to re-elect or re-appoint the Executive to any
such positions or offices, without the prior consent of the Executive;(ii)
    
    the assignment by the Corporation to the Executive of any
duties which are inconsistent with the Executives position, duties and
responsibilities within the Corporation, without the prior consent of the
Executive;(iii)
    
    any failure by the Corporation to continue in effect any
material benefit, bonus, profit sharing, incentive, remuneration or
compensation plan, stock ownership, stock option or stock purchase plan,
pension plan or retirement plan in which the Executive is participating or
entitled to participate or the Corporation taking any action or failing to take
any action that would adversely affect the Executives participation in or
reduce his rights or benefits under or pursuant to any such plan, without in
any of the foregoing events providing alternative rights or benefits of
reasonably equivalent or greater value, or the Corporation failing to increase
or improve such rights or benefits on a basis consistent with practices in
effect with respect to the other senior executives of the Corporation;(iv)
    
    the Corporation relocating the Executive to any place other
than Calgary, Alberta without the consent of the Executive, except for required
travel on the Corporations business to an extent substantially consistent with
the Executives current duties and obligations;(v)
    
    the sale, lease or transfer by the Corporation of all or
substantially all of the assets of the Corporation to any Person other than a
Related Corporation;(vi)
    
    approval by the shareholders of the Corporation of the
liquidation, dissolution or winding-up of the Corporation;(vii)
    
    any breach by the Corporation of any provision of this
Agreement which is not rectified in all material respects within a reasonable
period of time after notice of such breach has been provided by the Executive
to the Corporation; or(viii)
    
    the failure by the Corporation to obtain, in a form satisfactory to the
Executive, an effective assumption of his obligations under this Agreement by
any successor to the Corporation.
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ARTICLE II  EMPLOYMENT OF EXECUTIVE
   ARTICLE III  TERM OF AGREEMENT
  ARTICLE IV  DUTIES OF EXECUTIVE
  (a)
    
    perform the duties and responsibilities of the President and Chief Operating
Officer as described in Schedule A, including all those duties and responsibilities
customarily performed by a person holding the same or an equivalent position, or
performing duties similar to those to be performed by the Executive, in corporations of
a similar size to the Corporation, in a similar Business to that of the Corporation in
Canada and publicly traded on a recognized senior stock exchange (recognizing the fluid
nature of management of the Corporation and the reallocation of responsibilities
amongst executives from time
to time), as well as such other related duties and responsibilities as may be
assigned to the Executive by the Chief Executive Officer of the Corporation from
time to time, provided that such other related duties and responsibilities are
consistent with the Executives duties as the President and Chief Operating Officer;(b)
    
    accept such other office or offices to which he may be elected or appointed by
the Board of Directors of the Corporation in addition to that of the President and
Chief Operating Officer, provided that performance of the duties and responsibilities
associated with such office or offices shall be consistent with the duties provided for
in Article 4.1(a);
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(c)
    
    devote the majority of his working time, attention, efforts and skill to the
performance of his duties and responsibilities as set out herein, and truly and
faithfully serve the best interests of the Corporation at all times. In particular,
and without limiting the generality of the foregoing, the Executive shall not engage in
any personal activities or any employment, consulting work, trade or other business
activity on his own account or on behalf of any other Person, or as a material investor
or shareholder of any other business or Person that competes, conflicts or interferes
with the Business or the performance of the Executives duties under this Agreement in
any way, whether directly or indirectly. It shall not be a violation of this Article
4.1(c) for the Executive to engage in a voluntary activity or other public service
which does not interfere with the Executives duties under this Agreement; and(d)
    
    notwithstanding paragraph 4.1(c), the Corporation agrees that the Executive may
be a member of the board of directors of other companies provided that
 (iv)
    
    the holding of such position would not be in direct conflict
with the Business and(v)
    
    the Board of Directors of the Corporation has granted prior
approval to such position.
 ARTICLE V  BASE SALARY
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ARTICLE VI  INCENTIVE PAYMENTS
     (a)
    
    the sum of $200,000.00 payable forthwith after the Executives first day of
active employment; and(b)
    
    the sum of $200,000.00 on the date six months following the Executives first
date of active employment, subject to the Executives continued employment on that
date.
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ARTICLE VII  BENEFITS
   ARTICLE VIII  VACATION
  ARTICLE IX  TERMINATION BY CORPORATION
  (a)
    
    a lump sum equal to the Monthly Base Salary as at the Termination Date,
multiplied by the number of months in the Notice Period;(b)
    
    a lump sum equal to the value of the Executives Benefits (which value shall be
deemed to be the monthly cost to the Corporation excluding GST and similar taxes),
multiplied by the number of months in the Notice Period; and(c)
    
    a further lump sum equal to the Executives average annual bonuses (for
clarity, not including the signing bonus referred to in Section 6.4) during the last
three fiscal years preceding the Termination Date (or, if the Executive has been
employed for less than three fiscal years, then for the period of employment preceding
the Termination Date), divided by 12 and multiplied by the number of months in the
Notice Period.
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(a)
    
    the prior execution by the Executive of a settlement agreement and release and
indemnity in favour of the Corporation and any Related Corporations, in a form
reasonably acceptable to the Corporation;(b)
    
    the tendering by the Executive of his resignation from any position he may hold
as an officer or a director of the Corporation and any Related Corporations;(c)
    
    any withholdings or deductions required by law to be made by the Corporation;
and(d)
    
    the Executives right to receive payment under Article 9.1 shall not be subject
to any duty to mitigate, nor affected by any actual mitigation by the Executive.
   ARTICLE X  TERMINATION BY EXECUTIVE
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(a)
    
    a lump sum equal to the Monthly Base Salary as at the Termination Date,
multiplied by the number of months in the Notice Period;(b)
    
    a lump sum equal to the value of the Executives Benefits (which value shall be
deemed to be the monthly cost to the Corporation excluding GST and similar taxes),
multiplied by the number of months in the Notice Period; and(c)
    
    a further lump sum equal to the Executives average annual bonuses during the
last three fiscal years preceding the Termination Date (or, if the Executive has been
employed for less than three fiscal years, then for the period of employment preceding
the Termination Date), divided by 12 and multiplied by the number of months in the
Notice Period.
   (a)
    
    the prior execution by the Executive of a settlement agreement and release and
indemnity in favour of the Corporation and any Related Corporations, in a form
reasonably acceptable to the Corporation;(b)
    
    the tendering by the Executive of his resignation from any position he may hold
as an officer or a director of the Corporation and any Related Corporations;(c)
    
    any withholdings or deductions required by law to be made by the Corporation by
law;(d)
    
    the Executives right to receive the payments under Article 10.3 shall not be
subject to any duty to mitigate, nor affected by any actual mitigation by the
Executive; and(e)
    
    the receipt by the Corporation of written notice from the Executive, within 60
days of the occurrence of a Change of Control or a Triggering Event, as the case may
be, setting out the basis on which the Executive believes that a Change of Control or a
Triggering Event as the case may be, has occurred.
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ARTICLE XI  TERMINATION UPON DEATH OR PERMANENT DISABILITY
   ARTICLE XII  STOCK OPTIONS
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ARTICLE XIII  CONFIDENTIAL INFORMATION AND NON-COMPETITION
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(a)
    
    be engaged, either directly or indirectly in any manner including, without
limitation, as an officer, director, shareholder, owner, partner, member, joint
venturer, employee, independent contractor, consultant, advisor or sales
representative, in any business or enterprise which competes with the Business of the
Corporation or any Related Corporation, as such business was conducted as of the
Termination Date, with the exception that the Executive may be involved as an investor
or shareholder in securities issued by corporations that compete directly or indirectly
with the Business, provided that such investment does not constitute more than 5% of
the outstanding securities of a business or corporation whose shares trade on a
recognized stock exchange;(b)
    
    solicit, entice or attempt to solicit or entice, either directly or indirectly,
any customer or prospective customer of the Corporation or any Related Corporation as
at the Termination Date, to become a customer of any business or enterprise which
competes with the Corporation or any Related Corporation for any business as such
business was conducted by the Corporation or any Related Corporation as at the
Termination Date; or(c)
    
    solicit or entice, or attempt to solicit or entice, either directly or
indirectly, any employee of the Corporation or any Related Corporation as at the
Termination Date, to become employed by or connected with any business or enterprise
which competes with the Corporation or any Related Corporation for any business as such
business was conducted by the Corporation or any Related Corporation as at the
Termination Date.
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ARTICLE XIV  INTELLECTUAL PROPERTY
   U.S.
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ARTICLE XV  INDEMNIFICATION
  (a)
    
    all costs, charges, liabilities and expenses whatsoever that the Executive may
sustain or incur in or about or in relation to any action, suit or proceeding that is
brought, commenced or prosecuted against the Executive for or in respect of any act,
deed, matter or thing whatever made, done or permitted or not made, done or permitted
by the Executive in or about the execution of his duties as a director or officer of
the Corporation or its subsidiaries; and(b)
    
    all other costs, charges, liabilities and expenses that the Executive may
sustain or incur (including, without limitation, all income tax, sales tax and excise
tax liabilities resulting from any payment made pursuant to this indemnity) in or about
or in relation to the affairs of the Corporation or its subsidiaries or his position as
a director or officer of the Corporation or its subsidiaries.
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ARTICLE XVI  NOTICES
   th
    
     ARTICLE XVII  GENERAL
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OILSANDS QUEST INC.Per:Per:
 Witness
    
    JAMEY FITZGIBBON
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Schedule A