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Exhibit 10.1
 INDEMNITY AGREEMENT
 THIS AGREEMENT
 BETWEEN
 OILSANDS QUEST INC.
  [  ]
 RECITALS:
 1.
    
    The Indemnified Party is, or has agreed to act as, a director or officer of the Corporation
and/or is acting or may, at the Corporations request, act in an Authorized Capacity of
Another Entity and the Corporation wishes the Indemnified Party to serve or continue in such
capacity; and
 2.
    
    In order to induce the Indemnified Party to serve or continue to provide services to the
Corporation or Another Entity, the Corporation wishes to provide for the indemnification of,
and advancement of expenses to, the Indemnified Party to the maximum extent permitted by
applicable law.
 NOW THEREFORE
 1. Definitions
  (a)
    
    Act means the Colorado Business Corporation Act, as amended;(b)
    
    Advance means an advance of Expenses to the Indemnified Party pursuant to
Section 3;(c)
    
    Another Entity means a corporation, partnership, joint venture, trust or
unincorporated association or organization of which the Indemnified Party serves in an
Authorized Capacity at the request of the Corporation;(d)
    
    Authorized Capacity means a director or officer, or a similar capacity, of a
Another Entity;(e)
    
    By-Laws means the by-laws of the Corporation;




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-2- (f)
    
    Court means the Court of Queens Bench of the Province of Alberta;(g)
    
    Expenses means all costs, charges and expenses incurred by the Indemnified
Party in respect of any Proceedings including, without limitation, reasonable fees and
disbursements of counsel and other professional fees and out-of-pocket expenses for
attending discoveries, trials or hearings and meetings to prepare for such proceedings,
but shall not include Loss;(h)
    
    Liabilities means the Expenses and Loss incurred by the Indemnified Party in
respect of any Proceedings;(i)
    
    Loss means amounts which the Indemnified Party is legally obligated to pay as
a result of a Proceeding against the Indemnified Party including amounts paid to settle
an action or satisfy a judgment or to satisfy any fines or penalties levied in respect
of such Proceedings, but shall not include Expenses; and(j)
    
    Proceedings means any threatened, pending or completed civil, criminal,
administrative, investigative or other proceeding (including formal and informal
inquiries and hearings), whether or not charges have been laid against the Corporation
or Another Entity or the Indemnified Party, in which the Indemnified Party is involved
by reason of the Indemnified Partys association with the Corporation or Another
Entity, or by reason of anything done or not done by the Indemnified Party in the
capacity as a director or officer of the Corporation or in an Authorized Capacity with
Another Entity.
 2. Indemnification
  (a)
    
    the Indemnified Party acted honestly and in good faith with a view to the best
interests of the Corporation or Another Entity, as the case may be; and(b)
    
    in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the Indemnified Party had no reasonable grounds for
believing that the Indemnified Partys conduct was unlawful.




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-3-   (a)
    
    indemnify the Indemnified Party or make Advances with respect to Proceedings
initiated or brought voluntarily by the Indemnified Party and not by way of defence,
except (i) with respect to Proceedings to enforce a right to indemnification or Advance
pursuant to this Agreement, or (ii) in specific cases if the Board of Directors of the
Corporation has approved the initiation of such Proceedings; or(b)
    
    indemnify the Indemnified Party in respect of any amounts the payment of which
by the Corporation is not permitted by applicable law.




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-4- 3. Advance Of Expenses
     (a)
    
    a written request for Advance containing sufficient detail of the Proceedings
and Expenses to enable the Corporation to determine whether and the extent to which the
Indemnified Party is entitled to an Advance;(b)
    
    copies of all receipts, invoices and other supporting material reasonably
required by the Corporation (including in the case of legal or other professional
advisors, a detailed description of the services rendered) in respect of the Expenses;(c)
    
    a written acknowledgement of the Indemnified Partys obligation to reimburse
the Corporation for the amount of all Advances if it is determined that the Indemnified
Party was not entitled to be indemnified or fully indemnified for Expenses in respect
of which Advances were made by the Corporation; and(d)
    
    a written affirmation that, based on facts known to the Indemnified Party and
in relation to the matter giving rise to the request for the Advance, the Indemnified
Party in good faith believes that the Indemnified Party:
 (i)
    
    acted honestly and in good faith with a view to the best
interests of the Corporation or, as the case may be, to the best interests of
Another Entity for which the Indemnified Party acted in an Authorized Capacity;
and(ii)
    
    in the case of a criminal or administrative proceeding that is
enforced by a monetary penalty, the Indemnified Party had no reasonable grounds
for believing that his or her conduct was unlawful.
 (e)
    
    a determination that is made pursuant to Section 2.5 that the facts then known
will not preclude indemnification under this Agreement.




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-5-  .
 4. Insurance
     5. Indemnification Procedures
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-6-  (a)
    
    the Indemnified Party shall have the right to employ his or her own counsel at
the Indemnified Partys own expense (which shall not qualify as Expenses); and(b)
    
    the Indemnified Party shall have the right to retain his or her own counsel at
the Corporations expense (which shall qualify as Expenses) if:
 (i)
    
    the employment of counsel by the Indemnified Party has been
previously authorized by the Corporation,(ii)
    
    the Indemnified Party shall have been advised by counsel that
there is a potential conflict in the joint representation referred to above and
such joint representation would be precluded under applicable standards of
professional conduct then prevailing in the jurisdiction in which such
Proceedings are being conducted, or(iii)
    
    the Corporation shall not continue to retain counsel to assume
the defence of such Proceedings.




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-7-   6. Enforcement
  7. Taxes Payable
  8. Other Rights




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-8- .
    9. Deceased Indemnified Party
  10. Notices
  (a)
    
    if to the Indemnified Party, at the address set forth on the signature page
below;(b)
    
    if to the Corporation, at the address of its head office, to the attention of
the Executive Chairman;




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-9- 11. Severability
  (a)
    
    the validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, all portions or any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or unenforceable
that are not of themselves in the whole invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and(b)
    
    to the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraphs of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not of themselves
in the whole invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision which is held to be invalid, illegal or
unenforceable.
 12. Governing Law And Consent To Jurisdiction
   13. Counterparts
  14. Modification And Waiver
  15. Prior Agreements
 .




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-10- 16. Successors And Assigns
   OILSANDS QUEST INC.Per:[][]
Address:
    
    
    
    Witness