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                                                                   EXHIBIT 10.11


                  MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT

          This  Agreement  is made  effective  as of the 15th day of  September,
2003,  between  Assure Oil & Gas Corp.  ("ASSURE"),  a corporation  incorporated
under the laws of the Province of Ontario, and Quarry Oil & Gas Ltd. ("QUARRY"),
a corporation incorporated under the laws of the Province of Alberta.

                                    WHEREAS:

A.        Quarry wishes to retain Assure to provide on a non-exclusive basis, in
          accordance  with the terms and  conditions  herein set forth,  certain
          management  and  operational  expertise  required in  connection  with
          Quarry's business (the "SERVICES");

B.        Assure has the personnel to provide the Services; and

C.        Assure has agreed to provide the Services to Quarry in accordance with
          the terms and conditions herein set forth;

          NOW THEREFORE, in consideration of the premises,  mutual covenants and
agreements  contained  herein,  the  sufficiency  of which is  hereby  expressly
acknowledged,  Assure and Quarry  (collectively the "parties" and individually a
"party") hereby agree as follows:

1.       APPOINTMENT

1.1 Subject to the terms and  conditions  hereof,  Quarry hereby  designates and
appoints Assure to provide the Services,  and grants Assure the power, authority
and  discretion  to do all such things as may be  reasonably  necessary  for the
purposes of providing the Services;  provided, however, that the retainer herein
provided shall not in any way:

(a)       derogate  from or prejudice the exercise of the powers or authority of
          the board of directors of Quarry (the  "BOARD"),  and Assure shall act
          in the performance and discharge of its functions  hereunder  pursuant
          to the overall supervision and policy directions of the Board; or

(b)       require  Assure to provide any services in respect of, or grant Assure
          any power,  right or authority with respect to, any ongoing day-to-day
          operations of the business carried on by Quarry, except as is provided
          for in this Agreement or as requested by the Board.

1.2 Assure  hereby  accepts the aforesaid  appointment  and covenants and agrees
with Quarry  that it shall  provide the  Services in  accordance  with the terms
hereof.  Quarry  acknowledges  and agrees that,  until  otherwise  determined by
Assure,  Assure shall provide the Services by utilizing the personnel,  and only
the personnel, set out in Schedule "A" hereto.

1.3 Assure shall provide the Services to Quarry as an independent contractor and
not as partner.  The personnel  utilized by Assure to provide the Services shall
not be deemed to be employees of Quarry. Assure shall have no power or authority
to bind  Quarry  or to  assume  or  create  any  obligation  or  responsibility,
expressed or implied, on Quarry's behalf, or in its name, nor shall it represent
to anyone that it has such power or  authority,  except  within the scope of the
Services.  Nothing contained in this Agreement shall be regarded or construed as
creating any  relationship  (joint venture or  partnership)  between the parties
hereto other than as expressly set forth herein.


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2.       TERM

2.1 The term of this  Agreement,  subject to  Article 4, is six months  from the
date first  above  written;  provided,  however,  that this  Agreement  shall be
automatically  renewed for further  successive periods of three months each from
and after the expiry of the initial six month term and the expiry of any renewal
term,  as  applicable,  upon the same  terms  and  conditions  herein  provided,
including this renewal provision,  unless either party hereto gives to the other
30 days'  prior  written  notice of its  intention  not to  further  renew  this
Agreement upon the expiry of either the initial term hereof or any renewal term,
in which event this Agreement shall be terminated at the end of such term.

3.       FEE

3.1 Unless otherwise  agreed, in consideration for the provision of the Services
by Assure to Quarry,  Quarry  shall pay Assure a monthly  fee equal to the costs
("ASSURE'S  COSTS")  incurred by Assure in carrying out the Services each month,
provided,  however, that in no event shall such fee exceed 75% of Assure's Costs
nor be less than 25% of Assure's  Costs.  Assure's Costs shall include,  but are
not limited,  the following costs incurred by Assure in respect of the personnel
utilized by Assure to provide the Services:  salaries,  fees, bonuses,  benefits
and insurance costs referred to in Section 12.1.

3.2 Quarry shall from time to time reimburse  Assure for all reasonable  travel,
automobile,  entertainment  and other expenses actually and properly incurred by
it directly in connection  with and required to provide the Services  hereunder,
provided that proper  statements and vouchers or other  documentation  verifying
such expenses shall first be delivered to Quarry.

3.3 Assure shall maintain weekly time records of its personnel  provided and the
activities  undertaken as part of the  Services.  Assure shall provide such time
records to Quarry on a monthly  basis for  approval.  Such approved time records
shall form the basis of  monthly  invoices  and shall  agree  exactly  with such
invoices.  At the end of each  calendar  month,  Assure shall send an invoice to
Quarry which shall summarize the Services  provided by Assure during such month,
and shall  set out the  personnel  times  spent  and the  corresponding  charges
calculated in accordance with this Agreement. Quarry shall pay Assure the amount
owing for such month under Sections 3.1 and 3.2 hereof within 30 days of receipt
of the invoice for the Services.

4.       TERMINATION

4.1 Either party may at any time hereafter terminate this Agreement by giving 45
days notice in writing of such  termination  to the other party.  At the time of
the expiration of this  Agreement,  pursuant to such notice,  all final accounts
shall  be taken  and  adjusted  between  the  parties  and all  liabilities  and
obligations of each of them to the other shall be settled promptly thereafter.

4.2 In addition to any other remedy provided hereunder,  or at law, either party
may, by written  notice to the other,  terminate  this  Agreement and any of its
obligations  accruing  therefrom  without  charge  or  liability  for any of the
following reasons:


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(a)       if the other party shall become  insolvent or adjudged  bankrupt or if
          it takes any steps to compromise its debts generally;

(b)       if the other  party  shall be in  default  under any of its  covenants
          contained in this  Agreement and such default shall  continue for more
          than ten days after receipt of a written  notice from the party hereto
          not in default to cure same; or

(c)       upon the commencement of proceedings for the  liquidation,  winding up
          or dissolution of the other party; or

(d)       upon any change in control  (within the meaning of the Income Tax Act)
          of the other party.

4.3       Upon  termination  of  this  Agreement  for  any  reason  Assure shall
          immediately:

(a)       cease to represent itself as providing Services to Quarry;

(b)       deliver up to Quarry all  "Confidential  Information"  and "Materials"
          (as  such  terms  are  hereinafter  defined),  whether  the same is in
          Assure's actual possession or under its control; and

(c)       disclose to Quarry the current  state of the Services  which are being
          performed  by Assure at the time of  termination  and provide a report
          of,  and all the  materials  reflecting,  such  current  state  of the
          Services.

5.        INDEMNITY

5.1 None of Assure, its shareholders,  directors, officers,  consultants, agents
or  employees,  shall be liable to Quarry  for any loss or damages  suffered  by
Quarry  resulting  from any  acts or  omissions  of  Assure,  its  shareholders,
directors,   officers,   consultants,   agents  or  employees  hereunder  unless
occasioned  by or  resulting  from  its or  their  gross  negligence  or  wilful
misconduct.

5.2  Quarry  shall  indemnify  and  save  harmless  Assure,   its  shareholders,
directors,  officers,  consultants,  agents and  employees  from and against any
third party liabilities,  losses,  expenses,  costs, claims,  demands or damages
arising  out  of  or  resulting  from  any  act  or  omission  of  Assure,   its
shareholders,  directors, officers, consultants, agents or employees, in respect
of the  performance  of this  Agreement  except to the extent such  liabilities,
losses, expenses,  costs, claims, demands or damages arise out of or result from
the  gross  negligence  or  wilful  misconduct  of  Assure,   its  shareholders,
directors, officers,  consultants,  agents or employees; provided, however, that
nothing done at the express  instruction  of or with the express  consent Quarry
shall be  considered  gross  negligence  or wilful  misconduct.  At its expense,
Quarry agrees to defend any action or proceeding against Assure arising from any
act or omission of Assure, its shareholders,  directors, officers,  consultants,
agents or employees, except to the extent such action or proceeding arose due to
the  gross  negligence  or  wilful  misconduct  of  Assure,   its  shareholders,
directors, officers, consultants, agents or employees.

5.3      The  provisions  of this Article 5 shall  survive  termination  of this
         Agreement.


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6.       CONFIDENTIAL INFORMATION

6.1 In the course of  performing  the  Services,  Assure may obtain  information
relating to Quarry or its business  which is of a confidential  and  proprietary
nature  (the  "CONFIDENTIAL  INFORMATION").  Assure  shall  not  make use of the
Confidential  Information  other than as  required  for the  performance  of the
Services under this Agreement.

6.2 For a period of at least one year after the  termination of this  Agreement,
Assure shall not, without the consent of Quarry,  divulge or allow access to the
Confidential Information to any person,  corporation,  association or otherwise,
except where:

(a) such  Confidential  Information is available to the public  generally in the
form disclosed; or

(b) such disclosure of Confidential Information is compelled by applicable law.

Assure  shall  prevent  Confidential  Information  being used or acquired by any
unauthorized person or persons.

6.3      The  provisions  of this Article 6 shall  survive  termination  of this
         Agreement.

7.       TITLE TO PROPRIETARY DATA

7.1  All  materials  and   information   relating  to  Quarry's   business  (the
"MATERIALS") produced in the performance of the Services shall be and remain the
sole and exclusive  property of Quarry and Assure shall not assert any rights to
or establish any claim to such Materials.

7.2 Assure shall whenever  requested by Quarry execute any and all applications,
assignments and other  instruments which Quarry shall deem necessary in order to
assure  that the sole and  exclusive  right,  title and  interest in and to such
Materials remains with Quarry.

7.3      The  provisions  of this Article 7 shall  survive  termination  of this
         Agreement.

8.       REPORTS AND INSPECTION

8.1 Assure  shall  furnish to Quarry,  from time to time as requested by Quarry,
reports of the progress of the Services, reports containing a description of the
individual   personnel  provided  by  Assure  and  times  spent  and  activities
undertaken  by each  such  person  and  from  time to time  provide  such  other
information as may be reasonably  requested by Quarry,  in order to allow Quarry
to ensure the prompt and complete performance of the Services.

8.2 Quarry shall at all reasonable times have access to the Materials  described
in  Section  7.1 hereof  during the  performance  of the  Services  and shall be
furnished with every  reasonable  facility for the purpose of ascertaining  that
the  Materials  and Services are in  accordance  with the  requirements  of this
Agreement.

9.       TAXES

9.1 All fees and charges payable pursuant to this Agreement are exclusive of all
value added,  sales,  use or other similar taxes, or levies payable in or to any
jurisdiction  or authority  whatsoever in  connection  with the provision of the
Services. Such taxes and levies are the sole responsibility of Quarry.


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10.      COMPLIANCE WITH STATUTES

10.1  Assure  shall  in the  performance  of  this  Agreement  comply  with  all
applicable  laws,  rules,  regulations and orders,  including but not limited to
laws, rules,  regulations and orders pertaining to labour,  wages, hours of work
and other similar provisions.

10.2  Assure  shall be  responsible  for  obtaining  all  necessary  permits and
licenses and complying with all applicable  codes and  regulations in connection
with the performance of the Services. Assure shall take proper safety and health
precautions during the provision of the Services.

11.      PROHIBITIONS AGAINST ASSIGNMENT

11.1  Assure  shall  not be at  liberty  to assign or  delegate  to others  this
Agreement or any of its functions and duties hereunder without the prior written
consent of Quarry, which consent shall not be unreasonably withheld.

12.      INSURANCE

12.1  Assure  agrees to  maintain  at  Assure's  expense  all normal  insurance,
including,  but not limited to, worker's  compensation,  disability,  automotive
public liability, and unemployment insurance,  covering all of its operations in
all Quarry  locations in which  Services  will be performed by Assure under this
Agreement.

12.2 Assure shall provide Quarry with  certification of compliance upon request.
In case of failure to furnish said  certification  or upon  cancellation  of any
required  insurance,  Quarry may  terminate  this  Agreement or may withhold all
future  payments  until  Assure  complies  with this  requirement.  Assure shall
provide  thirty days prior written  notice by  registered  mail to Quarry in the
event of cancellation or termination of such insurance.

13.      GENERAL

13.1 In the event  that any  provisions  contained  in this  Agreement  shall be
declared invalid,  illegal or unenforceable by a court or other lawful authority
of competent  jurisdiction,  this Agreement shall continue in force with respect
to the  enforceable  provisions  and all rights and remedies  accrued  under the
enforceable   provisions   shall   survive   any  such   declaration,   and  any
non-enforceable  provision shall to the extent permitted by law be replaced by a
provision  which,  being valid,  comes closest to the intention  underlying  the
invalid, illegal or unenforceable provision.

13.2 No  amendment,  modification  or  rescission  of this  Agreement  shall  be
effective unless set forth in writing signed by a duly authorized representative
of each party.

13.3 No provision  hereof shall be deemed waived and no breach  excused,  unless
such waiver or consent excusing the breach shall be in writing and signed by the
party  giving such waiver or consent.  A waiver by a party of any  provision  of
this  Agreement  shall not be construed  as a waiver of a further  breach of the
same provision.


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13.4 Any terms or conditions of this  Agreement by which  obligations  of either
party are  expressed  to be  applicable  or which  extend or may  extend  beyond
termination  of this  Agreement  shall  survive  and  continue in full force and
effect, except to the extent expressly set out herein.

13.5 All notices and other communications required hereunder shall be in writing
and shall be delivered  personally or by telecopier to the parties hereto at the
following addresses:

          TO ASSURE:

          Assure Oil & Gas Corp.
          140 - 4th Avenue S.W., Suite 2750
          Calgary, Alberta  T2P 3N3

          Attention:  President
          TELECOPIER NO.: (403) 266-3746

          TO QUARRY:

          Quarry Oil & Gas Ltd.
          Suite 1250, 521 - 3rd Avenue S.W.
          Calgary, Alberta  T2P 3T3

          Attention: Secretary
          TELECOPIER NO.: (403) 262-9519

          Any such  notice or other  communication  shall be deemed to have been
given and received on the day on which it was so delivered or  transmitted,  and
if not a  business  day,  then on the  business  day next  following  the day of
delivery.  Either  party may change  its  address  for  notice in the  aforesaid
manner.

13.6     Time shall be of essence of this Agreement.

13.7 The parties hereto  covenant and agree that each of them will, from time to
time, at the request of the other party, but without further consideration,  do,
or cause to be done, all such further acts and deliver such documents, deeds and
assurances as may be reasonably  requested in order to give proper effect to the
terms hereof.

13.8 The headings in this  Agreement are inserted for  convenience  of reference
only and shall not affect the construction or interpretation of this Agreement.

13.9 Words  importing  the  singular  number  shall  include the plural and vice
versa,  and words  importing the masculine shall include the feminine gender and
vice versa, and words importing individuals shall include firms and corporations
and vice versa.

13.10 This Agreement  shall be construed and enforced in accordance with and the
rights of the parties  hereto  shall be governed by the laws of the  Province of
Alberta.   Each  of  the  parties  hereto  hereby  irrevocably  attorns  to  the
jurisdiction  of the courts of the  Province of Alberta for all matters  arising
out of or in connection with this Agreement.

13.11 This  Agreement  contains all of the terms and provisions of the agreement
between  the  parties  related  to its  subject-matter  and  there  are no  oral
understandings,  statements or stipulations  bearing upon the meaning and effect
of this Agreement which have not been incorporated herein.


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13.12 This  Agreement  shall  enure to the  benefit  of and be binding  upon the
parties hereto and their respective successors and permitted assigns.

13.13  This  Agreement  may  be  executed  by the  parties  hereto  in  separate
counterparts or duplicates each of which when so executed and delivered shall be
an original,  but all such counterparts or duplicates shall together  constitute
one and the same  instrument.  This  Agreement  may be  delivered  by  facsimile
transmission.

          IN WITNESS  WHEREOF the parties hereto have executed this Agreement as
of the date first above written.



                                     ASSURE OIL & GAS CORP.

                                     Per:  /s/ James Golla
                                           -------------------------------------
                                           Name: James Golla
                                           Title:   Director

                                     QUARRY OIL & GAS LTD.

                                     Per:  /s/ Dan Thompson
                                           -------------------------------------
                                           Name: Dan Thompson
                                           Title:   Director



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<TABLE>
<CAPTION>
NAME                                  SERVICES TO BE PROVIDED
----                                  -----------------------
<S>                                   <C>
Harvey Lalach                         President of Quarry.

Colin McNeil                          Oversee the implementation of Quarry's exploration programs.

Tim Chorney                           Manage Quarry's operations.

Cam Bogle                             Manage Quarry's land asset base.

Colin Emerson                         Manage Quarry's exploration activities.
</TABLE>




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