<PAGE>

                                                                   EXHIBIT 10.12


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made as of the 29th day
of August,  2003 (the  "Commencement  Date"), and is by and between ASSURE OIL &
GAS CORP.,  a Ontario  corporation  with an office at 2750, 140 4th Avenue S.W.,
Calgary,  Alberta  T2P 3N3  (hereinafter  "Company"),  ASSURE  ENERGY,  INC.,  a
Delaware  corporation  (ASUR")  with an  office at 2750,  140-4th  Avenue S. W.,
Calgary,  Alberta T2P 3N3 and COLIN EMERSON with an address at General Delivery,
Carstaris, Alberta T0M 0N0 (hereinafter the "Employee").

                              W I T N E S S E T H :

         WHEREAS, the Company wishes to retain the services of Employee to serve
as Exploration  Manager and in such other capacities as the Company and Employee
shall  mutually  agree in accordance  with the following  terms,  conditions and
provisions; and

         WHEREAS,  Employee wishes to perform such services for and on behalf of
Company,  in  accordance  with the  terms,  conditions  and  provisions  of this
Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein  contained the parties hereto  intending to be legally bound hereby agree
as follows:

                  EMPLOYMENT.  Company  hereby  employs  Employee  and  Employee
accepts  such  full  time  employment  and  shall  perform  his  duties  and the
responsibilities provided for herein in accordance with the terms and conditions
of this Agreement.

                  EMPLOYMENT  STATUS.  Employee  shall at all times be Company's
employee subject to the terms and conditions of this Agreement.

                  TERM.  Unless  earlier   terminated   pursuant  to  terms  and
provisions of this  Agreement,  this Agreement shall have a term (the "Term") of
two (2) years commencing September 29, 2003 (the "Commencement  Date"). The Term
may be extended  for an  additional  one year  period or periods,  at the mutual
discretion of the parties, on terms to be negotiated.

                  POSITION.  During Employee's  employment  hereunder,  Employee
shall serve as Exploration  Manager of the Company and in such other  capacities
as reasonably recognized by the Company.  Employee shall perform such duties and
exercise such powers  commensurate  with his positions and  responsibilities  as
shall be determined  from time to time by the Board of Directors of Company (the
"Board").

                  LOCATION.  During Employee's  employment  hereunder,  Employee
shall be based at the Company's offices in Calgary, Alberta.

                  COMPENSATION.   For  the  performance  of  all  of  Employee's
services to be rendered  pursuant to the terms of this  Agreement,  Company will
pay and Employee will accept the following compensation:


                                       1
<PAGE>

                  6.1. Base Salary. During the first year and second year of the
Term,  Company  shall pay  Employee  an annual  base  salary of  CDN$90,000  and
CDN$100,000,   respectively   (the  "Base  Salary")  payable  in  equal  monthly
installments.  Such  Base  Salary  shall  not  be  decreased  during  the  Term.
Employee's Base Salary, as in effect from time to time, is hereinafter  referred
to as the  "Employee's  Base Salary." The Company shall deduct and withhold from
Employee's  compensation  all  necessary or required  taxes,  including  but not
limited to Employee's  statutory income tax withholding and employment insurance
contributions,  and any other  applicable  amounts required by law or any taxing
authority.

                  6.2 Stock Options.  ASUR hereby grants  Employee stock options
to acquire an  aggregate  of 75,000  shares of ASUR  common  stock at a price of
US$3.00 per share.  The stock  options,  in the form annexed  hereto as Schedule
6.2, will be non-statutory,  and will be exercisable,  upon vesting, at any time
during the five (5) year period that commences on the date of vesting. The stock
options will contain anti-dilution provisions which will provide for adjustments
to the exercise price and amount of shares  issuable upon exercise under certain
circumstances.  The first 25,000  options vest on the earlier of March 31, 2004,
or the date on which ASUR and its partially owned  subsidiary,  Quarry Oil & Gas
Ltd.,  achieve, on a combined basis, 2,500 barrels of oil per day or its natural
gas equivalent ("boe/d") based upon an industry ratio where 10 cubic feet of gas
is deemed the equivalent of 1 barrel of oil (the "Initial Vesting Period").  The
second  25,000  options vest on the earlier of September 30, 2004 or the date on
which ASUR and its partially owned  subsidiary,  Quarry Oil & Gas, Ltd. achieve,
on a combined  basis;  3,000 boe/d.  The  remaining  25,000  options vest on the
earlier  of March 31,  2005 on the date on which  ASUR and its  partially  owned
subsidiary,  Quarry Oil & Gas, Ltd.,  achieve, on a combined basis, 3,000 boe/d.
The options are further subject to any applicable regulatory requirements.

                  6.3 Performance  Incentives.  During each year of the Term, as
such may be extended, Employee shall be entitled to participate in the Company's
Production  Bonus Pool (the "Pool")  subject to the discretion of and allocation
thereof  made by the board of directors  of the Company  and/or ASUR.  The board
shall  also  determine  the  other  employees  of the  Company,  ASUR and  their
affiliates that are eligible for  participation  in the Pool. The Pool is a cash
pool  to be  funded  by the  Company  and  ASUR  based  on the  sustained  boe/d
production  of all oil and gas  properties  in which ASUR and the Company have a
working  interest.  Funding  of the Pool will be made in the  amounts  indicated
after reaching the following milestones:

     o    Upon 2,000 boe/d sustained for 120 consecutive days    CDN$50,000
     o    Upon 2,500 boe/d sustained for 120 consecutive days    CDN$75,000
     o    Upon 3,000 boe/d sustained for 120 consecutive days    CDN$125,000
     o    Upon 3,500 boe/d sustained for 120 consecutive days    CDN$175,000
     o    Upon 4,000 boe/d sustained for 120 consecutive days    CDN$200,000
     o    Upon 4,500 boe/d sustained for 120 consecutive days    CDN$200,000
     o    Upon 5,000 boe/d sustained for 120 consecutive days    CDN$250,000
                                                               -------------
                  TOTAL EXECUTIVE BONUS POOL (MAXIMUM)         CDN$1,075,000
                                                               -------------



                                       2
<PAGE>

                  Upon reaching a milestone (the "Milestone  Date"), the Company
and ASUR will fund the Pool in the required  amount (a "Milestone  Payment") not
more  than 45 days  after  the  Milestone  Date.  To be  eligible  to  receive a
distribution  of a Milestone  Payment from the Pool,  Employee must have been an
employee of the  Company,  ASUR  and/or  their  affiliates  during the six month
period prior to the applicable  Milestone Date, on the Milestone Date and at the
time of the related Pool distribution.  Failure to be an employee on any of such
dates will result in  Employee's  forfeiture  of any and all rights to receive a
Pool  distribution  based  on the  applicable  Milestone  Payment.  50% of  each
Milestone  Payment will be distributed  within 45 days of the related  Milestone
Date. 25% of each Milestone Payment will be distributed on the first anniversary
of the related  Milestone Date. The remaining 25% of each Milestone Payment will
be distributed on the second anniversary of the related Milestone Date.

         7. EMPLOYEE BENEFITS.

                  7.1.  Employee shall be entitled to receive two (2) weeks paid
vacation  during each year of the Term.  If such  vacation  time is not taken by
Employee in the year when earned,  at his option Employee may accrue vacation or
receive  compensation  in lieu  thereof at one-half the  proportionate  level of
Employee's Base Salary during the year when earned.

                  7.2.  Reasonable  travel and other business  expenses actually
incurred  by  Employee  in the  performance  of his  duties  hereunder  shall be
reimbursed by Company in accordance with Company policies as in effect from time
to time.

                  7.3.  The  Employee  shall be entitled to  participate  in all
medical,  dental,  and other health care, life insurance,  group accident,  long
term disability,  savings,  profit sharing, share option, share purchase and any
other  benefit  plan of  whatsoever  nature which the Company may provide to its
employees from time to time.

         8. TERMINATION.

                  8.1.  Termination by Company Without Cause. Subject to Section
8.6 hereof, the Company shall have the right to terminate Employee's  employment
hereunder  without cause by giving Employee  written notice to that effect.  Any
such  termination of employment shall be effective on the date specified in such
notice.

                  8.2.  Termination by Company for Cause. Subject to Section 8.6
hereof,  the  Company  shall  have the right to  terminate  this  Agreement  and
Employee's employment hereunder "for cause" by giving Employee written notice to
that effect.  Any such  termination of employment shall be effective on the date
specified in such notice.  For the purpose of this Agreement,  "for cause" shall
mean (i)  commission  of a willful act of dishonesty in the course of Employee's
duties  hereunder,  (ii)  conviction by a court of competent  jurisdiction  of a
criminal  offense or a crime  constituting  a felony or conviction in respect of
any act involving  fraud,  dishonesty or moral turpitude  resulting in Company's
detriment or reflecting upon Company's integrity (other than traffic infractions
or similar minor offenses),  (iii) a material breach by Employee of the terms of
this  Agreement or the  Company's  Code of Conduct,  as such may be amended from
time to time,  and failure to cure such breach  within 30 days after  receipt of
written  notice  from  Company  specifying  the nature of such  breach or to pay
compensation  to Company  deemed  reasonable  by Company if the breach cannot be
cured.


                                       3
<PAGE>

                  8.3. Death.

                           (a) Subject to Section 8.6 hereof,  if Employee  dies
during his employment hereunder, this Agreement shall terminate upon the date of
Employee's death.

                  8.4. Termination by Employee for Good Reason.

                           (a)  Subject to Section 8.6  hereof,  Employee  shall
have the right to terminate  this  Agreement  and his  employment  hereunder for
"good reason" if (A) Employee  shall have given Company prior written  notice of
the reason  therefor,  (B) such notice  shall have been given to Company  within
fifteen (15) days after  Employee is notified or  otherwise  first learns of the
event  constituting  "good  reason,"  and (C) a  period  of  fifteen  (15)  days
following  receipt by Company of such  notice  shall have lapsed and the matters
which constitute or give rise to such "good reason" shall not have been cured or
eliminated by Company;  provided,  however, that if such matters are of a nature
that same cannot be cured or  eliminated  within such  fifteen  (15) day period,
such period shall be extended up to forty five (45) days,  provided that Company
shall take and  diligently  pursue  during such period such action  necessary to
cure or eliminate such matters.  In the event Company shall not take such action
within such  period,  Employee may send  another  notice to Company  electing to
terminate his  employment  hereunder and, in such event,  Employee's  employment
hereunder  shall terminate and the effective date of such  termination  shall be
the third business day after Company shall have received such notice.

                           (b) For the purpose of this Agreement,  "good reason"
shall mean the  occurrence  of any of the  following  without  Employee`s  prior
written consent:

                                    (A)  Requiring  Employee to engage in (x) an
illegal act or (y) an act which is inconsistent  with prior practices of Company
and which could reasonably be deemed to be materially damaging or detrimental to
Employee;

                                    (B) A default by  Company in the  payment of
any  material  sum or the  provision  of any  material  benefit  due to Employee
pursuant to this Agreement;

                                    (C) The  failure of Company  and/or  ASUR to
obtain the assumption of this Agreement by any successor to substantially all of
the assets or business of Company or ASUR; or

                                    (D) Any  material  breach by  Company of any
provision of this Agreement  which is not corrected by Company or, if the breach
cannot be corrected,  as to which  Company  fails to pay to Employee  reasonable
compensation  for such breach,  within 60 days  following  receipt by Company of
written notice from Employee specifying the nature of such breach.

                  8.5.  Termination by Employee Without Good Reason.  Subject to
Section 8.6 hereof,  Employee  shall have the right to terminate  this Agreement
and his employment hereunder without good reason by giving Company 30 days prior
written notice to that effect.  The termination of employment shall be effective
on the date  specified  in such  notice,  or earlier,  at the  determination  of
Company,   in  which  event  such  termination  shall  remain  classified  as  a
termination by Employee without good reason.


                                       4
<PAGE>


                  8.6. Consideration.

                           (a) If Company  terminates  this  Agreement  "without
cause" under  Section 8.1 or if Employee  terminates  this  Agreement  for "good
reason"  under  Section 8.4,  then  Employee  shall be entitled to receive,  and
Company shall pay to Employee:

                                    (i)     the lesser of six months Base Salary
or 50% of the  total  Base  Salary  remaining  for the  second  year of the Term
without  reduction  for  present  valuation  not later  than the next  regularly
scheduled payment date in accordance with Section 6.1;

                                    (ii)  all of the  accrued  but  unpaid  Base
Salary through the date of termination not later than the next regular scheduled
payment date in accordance with Section 6;

                                    (iii) any business expenses to be reimbursed
but not reimbursed  under Section 7 not later than the next regularly  scheduled
payment date in accordance with Section 7;

                           (b)  Unless due to the  liquidation  or winding up of
the Company,  if payment is not made in a timely manner under Section 8.6(a) and
it is fully and finally  determined in accordance  with Section 12 that Employee
was  terminated  without  cause,  then Company  shall pay to  Employee,  and the
Arbitrator  shall award Employee two (2) times the amount due to, and not timely
paid to,  Employee  under this Section  8.6(b);  it being  understood  that such
additional  amount  is not a penalty  but  liquidated  damages  to  Employee  as
compensation  for damage to reputation  which such damages would be difficult to
quantify.

                           (c) If Company terminates this Agreement "with cause"
under Section 8.2, or if Employee terminates this Agreement for other than "good
reason" under Section 8.5, or if this Agreement is terminated as a result of the
death of Employee under Section 8.3, then Employee shall be entitled to receive,
and  Company  shall  pay to  Employee,  or,  in the  case of  death,  Employee's
administrator:

                                    (i)  all  of the  accrued  but  unpaid  Base
Salary  through  the  date of  termination  or  death  not  later  than the next
regularly scheduled payment date in accordance with Section 6.1;

                                    (ii) any business  expenses to be reimbursed
but not reimbursed  under Section 6 not later than the next regularly  scheduled
payment date in accordance with Section 6;

                           (d)  Subject to Section  8(f)  below,  if the Company
terminates  this  Agreement  "without  cause"  under  Section  8.1;  if Employee
terminates  this  Agreement  for "good  reason"  under  Section  8.4; or if this
Agreement is  terminated  as the result of the death of  Employee,  Employee may
thereafter  have 90 days to exercise all options that were vested at the time of
termination or death,  following which time all such non-exercised options shall
become  void and of no further  effect.  All  non-vested  options at the time of
termination or death shall become immediately void and of no further effect.


                                       5
<PAGE>


                           (e) If the Company  terminates  this  Agreement  "for
cause" under Section 8.2; or if Employee terminates this Agreement "without good
reason"  under Section 8.5; all options  received by Employee  under Section 6.2
shall become immediately void and of no further effect.

                           (f) In the event the  Company  and/or  ASUR  fails to
obtain the assumption of this Agreement by any successors to  substantially  all
of the  assets or  business  of the  Company  or ASUR,  all  non-vested  options
received by Employee  under  Section 6.2 will be deemed to have vested and shall
be  exercisable  for a period of five  years from the date of  vesting.  Options
received  by  Employee  under 6.2  which  have  previously  vested  will  remain
exercisable for a period of five years from the date of their vesting.

                  9. INTELLECTUAL  PROPERTY.  During the term of this Agreement,
Employee shall disclose  immediately to Company all ideas and inventions that he
makes,  conceives,  discovers or develops  during the course of employment  with
Company,   including   but  not  limited  to  any   inventions,   modifications,
discoveries,   developments,   improvements,   trademarks,   computer  programs,
processes,  products or  procedures  (collectively  "Work  Product")  that:  (i)
relates to the  business  of Company;  or (ii)  results  from tasks  assigned to
Employee by Company;  or (iii)  results from the use of the premises or property
(whether tangible or intangible) owned,  leased or contracted for or by Company.
Employee  agrees that any Work Product shall be the sole and exclusive  property
of Company without the payment of any royalty or other consideration  except for
the  compensation  paid to Employee  hereunder.  Employee agrees that during the
term of this  Agreement and  thereafter,  upon the request of Company and at its
expense, he shall execute and deliver any and all applications,  assignments and
other instruments which Company shall deem necessary or advisable to transfer to
and vest in Company  Employee's  entire right,  title and interest in and to all
such ideas, inventions, trademarks or other developments and to apply for and to
obtain patents or copyrights  for any such  patentable or  copyrightable  ideas,
inventions, trademarks and other developments.

                  10. NON-DISCLOSURE OF INFORMATION.

                  10.1. Employee  acknowledges that by virtue of his position he
will be privy to Company's  confidential  information and trade secrets, as they
may exist from time to time, and that such  confidential  information  and trade
secrets  may  constitute  valuable,   special,  and  unique  assets  of  Company
(hereinafter collectively  "Confidential  Information").  Accordingly,  Employee
shall  not,  during  the  Term and for a period  of five (5)  years  thereafter,
intentionally  disclose all or any part of the  Confidential  Information to any
person,  firm,  corporation,  association  or any other entity for any reason or
purpose whatsoever,  nor shall Employee and any other person by, through or with
Employee,  during  the  term  and for a period  of five  (5)  years  thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for the benefit of any other  person or entity,  other than  Company,  under any
circumstances.

                  10.2.  Company  and  Employee  agree that a  violation  of the
foregoing  covenants will cause irreparable  injury to Company,  and that in the
event of a breach or  threatened  breach by Employee of the  provisions  of this
Section 10, Company shall be entitled to an injunction restraining Employee from
disclosing, in whole or in part, any Confidential Information, or from rendering
any services to any person,  firm,  corporation,  association or other entity to
whom  any such  information,  in whole  or in  part,  has been  disclosed  or is
threatened to be disclosed in violation of this Agreement. Nothing herein stated
shall be construed  as  prohibiting  Company from  pursuing any other rights and
remedies,  at  law or in  equity,  available  to  Company  for  such  breach  or
threatened breach, including the recovery of damages from Employee.


                                       6
<PAGE>


                  10.3. Notwithstanding anything contained in this Section 10 to
the contrary,  "Confidential  Information"  shall not include (i) information in
the public  domain as of the date  hereof,  (ii)  information  which  enters the
public domain hereafter through no fault of Employee, (iii) information created,
discovered or developed by Employee independent of his association with Company,
provided that such  information is supported by  accompanying  documentation  of
such  independent  development.  Nothing  contained  in this Section 10 shall be
deemed to preclude the proper use by Employee of Confidential Information in the
exercise of his duties  hereunder or the disclosure of Confidential  Information
required by law.

         11.      RESTRICTIVE COVENANT.

                  11.1.  Covenant  not to  Compete.  During  the  Term and for a
period  of one (1)  year  after  the  termination  of this  Agreement,  Employee
covenants and agrees that he shall not own, manage, operate, control, consult be
employed by,  participate  in, or be connected in any manner with the ownership,
management,  operation,  or  control,  whether  directly  or  indirectly,  as an
individual on his own account, or as a partner, member, joint venturer, officer,
director or shareholder of a corporation or other entity,  of any business which
owns or operates a property  located within 3 square miles of any property owned
or operated by the Company, ASUR or their subsidiaries.

                  11.2.   Enforceability.   Employee   acknowledges   that   the
restrictions contained in this Section 11 are reasonable.  In that regard, it is
the  intention  of the parties to this  Agreement  that the  provisions  of this
Section 11 shall be enforced to the fullest extent permissible under the law and
public  policy  applied in each  jurisdiction  in which  enforcement  is sought.
Accordingly, if any portion of this Section 11 shall be adjudicated or deemed to
be invalid or unenforceable,  the remaining  portions shall remain in full force
and effect,  and such invalid or  unenforceable  portion shall be limited to the
particular jurisdiction in which such adjudication is made.

         12. ARBITRATION. Other than with respect to a proceeding for injunctive
relief  referred to herein,  any controversy or claim arising out of or relating
to this Agreement,  the performance  thereof or its breach or threatened  breach
shall be settled by arbitration in Calgary, Alberta or other mutually acceptable
place in accordance  with the then governing  rules of the Canadian  Arbitration
Association.  The finding of the arbitration  panel or arbitrator shall be final
and binding upon the parties with the costs of  arbitration  to be equally borne
by the plaintiffs and the defendants,  i.e. the costs borne by defendant side in
the arbitration,  whether single or multiple, shall equal the costs borne by the
plaintiff side in the  arbitration,  whether single or multiple.  Judgement upon
any  arbitration  award  rendered  may be entered  and  enforced in any court of
competent  jurisdiction.  In no event may the arbitration  determination  change
Employee's compensation,  title, duties or responsibilities,  the entity to whom
Employee  reports  or the  principal  place  where  Employee  is to  render  his
services.


                                       7
<PAGE>


         13.      INDEMNIFICATION.

                  13.1. (a)  Indemnification of Expenses.  Except as provided in
Section  13(b)  hereof,  the  Company  shall  indemnify  to the  fullest  extent
permitted by law if Employee was or is or becomes a party to or witness or other
participant  in,  or is  threatened  to be made a party to or  witness  or other
participant in, any threatened, pending or completed action, suit, proceeding or
alternative   dispute  resolution   mechanism,   or  any  hearing,   inquiry  or
investigation that Employee in good faith believes might lead to the institution
of  any  such  action,  suit,   proceeding  or  alternative  dispute  resolution
mechanism,  whether  civil,  criminal,  administrative,  investigative  or other
(hereinafter  a "Claim")  by reason of (or  arising in part out of) any event or
occurrence  related to the fact that  Employee  is or was a  director,  officer,
employee,  agent or fiduciary of Company, or any subsidiary of Company, or is or
was serving at the request of Company as a director, officer, employee, agent or
fiduciary of another corporation,  partnership, joint venture, limited liability
company,  trust or other  enterprise,  or by reason of any action or inaction on
the  part  of  Employee   while  serving  in  such  capacity   (hereinafter   an
"Indemnifiable  Event") against any and all expenses (including  attorneys' fees
and all other  costs,  expenses  and  obligations  incurred in  connection  with
investigating,  defending,  being a witness in or participating in (including on
appeal),  or preparing to defend,  be a witness in or  participate  in, any such
action, suit,  proceeding,  alternative dispute resolution  mechanism,  hearing,
inquiry or  investigation),  judgments,  fines,  penalties  and amounts  paid in
settlement (if such settlement is approved in advance by Company, which approval
shall not be unreasonably withheld) of such Claim and any federal,  state, local
or foreign taxes imposed on Employee as a result of the actual or deemed receipt
of any payments under this  Agreement  (collectively,  hereinafter  "Expenses"),
including  all  interest,  assessments  and other  charges  paid or  payable  in
connection  with or in respect of such Expenses.  Such payment of Expenses shall
be made by Company as soon as practicable  but in any event no later than twenty
days after Employee presents written demand therefor to Company.

                           (b)  Limitation  on  Indemnification.  The  Company's
obligation to indemnify  Employee pursuant to this Agreement shall not extend to
acts of Employee constituting gross negligence or other acts of malfeasance.

                  13.2. Expenses; Indemnification Procedure.

                           (a) Subject to the other terms and conditions of this
Agreement, Company shall advance all Expenses incurred by Employee. The advances
to be made hereunder shall be paid by Company to Employee as soon as practicable
but in any event no later than  twenty  days after  written  demand by  Employee
therefor to Company.

                           (b)  Employee  shall,  as a  condition  precedent  to
Employee's right to be indemnified under this Agreement,  give Company notice in
writing as soon as  practicable  of any Claim made  against  Employee  for which
indemnification will or could be sought under this Agreement.  Notice to Company
shall be directed to the Board of Directors  of Company at the address  shown on
the  signature  page of this  Agreement  and to the address of each Director (or
such other  address as  Company  shall  designate  in writing to  Employee).  In
addition, Employee shall give Company such information and cooperation as it may
reasonably require and as shall be within Employee's power.


                                       8
<PAGE>


                           (c) For purposes of this Agreement, the determination
of any Claim by  judgment,  order,  settlement  (whether  with or without  court
approval) or conviction,  or upon a plea of nolo contendere,  or its equivalent,
shall  not  create a  presumption  that  Employee  did not  meet any  particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

                           (d) If, at the time of the  receipt by Company  of  a
notice of a Claim  pursuant to Section  13.2(b)  hereof,  Company has  liability
insurance in effect which may cover such Claim, Company shall give prompt notice
of the  commencement  of such  Claim  to the  insurers  in  accordance  with the
procedures set forth in the respective  policies.  Company shall thereafter take
all  necessary or desirable  action to cause such  insurers to pay, on behalf of
Employee,  all amounts  payable as a result of such  action,  suit,  proceeding,
inquiry or investigation in accordance with the terms of such policies.

                           (e) In the event Company shall be obligated hereunder
to pay the  Expenses  of any  Claim,  Company  shall be  entitled  to assume the
defense of such Claim with counsel  approved by Employee,  which  approval shall
not be unreasonably withheld, upon the delivery to Employee of written notice of
its election so to do. After  delivery of such notice,  approval of such counsel
by Employee and the  retention  of such counsel by Company,  Company will not be
liable to Employee  under this  Agreement  for any fees of counsel  subsequently
incurred by Employee with respect to the same Claim; provided that, (i) Employee
shall  have  the  right  to  employ  Employee's  counsel  in any  such  Claim at
Employee's  expense and (ii) if (A) the  employment  of counsel by Employee  has
been  previously  authorized  by Company,  (B)  Employee  shall have  reasonably
concluded that there is a conflict of interest  between  Company and Employee in
the conduct of any such  defense,  or (C) Company  shall not  continue to retain
such  counsel to defend such  Claim,  then the fees and  expenses of  Employee's
counsel  shall be at the  expense of  Company.  Company  shall have the right to
conduct such defense as it sees fit in its sole discretion,  including the right
to settle any claim against  Employee without the consent of Employee so long as
in the case of the settlement  (i) Company has the financial  ability to satisfy
any monetary  obligation  involving  Employee under such settlement and (ii) the
settlement does not impose injunctive type relief on the activities of Employee.
In all  events,  Employee  will not  unreasonably  withhold  its  consent to any
settlement.

                  14. NOTICES.  Any notice required,  permitted or desired to be
given  under this  Agreement  shall be  sufficient  if it is in writing  and (a)
personally delivered to Employee or an authorized member of Company, (b) sent by
overnight  delivery or (c) sent by registered or certified mail,  return receipt
requested,  to Company's or Employee's  address as provided in this Agreement or
to a different address  designated in writing by either party.  Notice is deemed
given on the day it is delivered  personally or by overnight  delivery,  or five
(5) business days after it is sent by registered or certified mail.

                  15.  ASSIGNMENT.  Employee  acknowledges that his services are
unique and personal. Accordingly, Employee may not assign his rights or delegate
his duties or obligations under this Agreement. Company's rights and obligations
under this  Agreement  shall inure to the  benefit of and shall be binding  upon
Company's successors and assigns.


                                       9
<PAGE>


                  16. WAIVER OF BREACH. Any waiver of a breach of a provision of
this Agreement, or any delay or failure to exercise a right under a provision of
this Agreement,  by either party,  shall not operate or be construed as a waiver
of that or any other subsequent breach or right.

                  17.  ENTIRE  AGREEMENT.  This  Agreement  contains  the entire
agreement of the parties.  It may not be changed orally but only by an agreement
in writing  which is signed by the  parties.  The parties  hereto agree that any
existing  employment  agreement  between them shall  terminate as of the date of
this Agreement.

                  18. GOVERNING LAW; VENUE. This Agreement shall be construed in
accordance  with and governed by the laws of the Province of Alberta,  Canada as
applied to agreements entered into and to be performed entirely in Alberta.  Any
dispute  or  controversy  concerning  or  relating  to this  Agreement  shall be
exclusively  resolved  in the  courts  located in the City,  of Calgary  and the
Province of Alberta.

                  19. SEVERABILITY.  The invalidity or non-enforceability of any
provision  of this  Agreement  or  application  thereof  shall  not  affect  the
remaining  valid and  enforceable  provisions of this  Agreement or  application
thereof.

                  20. CAPTIONS.  Captions in this Agreement are inserted only as
a matter of  convenience  and  reference  and shall not be used to  interpret or
construe any provisions of this Agreement.

                  21.  COUNTERPARTS.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed to be an original,  but all of
which together shall  constitute one and the same Agreement.  Delivery of signed
counterparts  via facsimile  transmission  shall be effective as manual delivery
thereof.

                            [SIGNATURE PAGE FOLLOWS]



                                       10
<PAGE>


         IN WITNESS  WHEREOF,  each of the  parties  hereto has  executed  their
Agreement as of the date first herein above written.


COMPANY:

ASSURE OIL & GAS CORP.

By:   /s/ Harvey Lalach
      -----------------------------
      Name:     Harvey Lalach
      Title:    President

ASUR:

ASSURE ENERGY, INC.

By:   /s/ Harvey Lalach
      -----------------------------
      Name:     Harvey Lalach
      Title:    President

EMPLOYEE

/s/ Colin Emerson
-----------------------------
Colin Emerson