**Exhibit
      10.1**


**EMPLOYMENT
      AGREEMENT**





**THIS
      AGREEMENT** dated
      the 1st day of June, 2006





**BETWEEN:**





**RANCHER
      ENERGY CORP.** ,
      a
      company incorporated under the laws of the State of Nevada, having an office
      address of 1811 East 17 th Avenue,
      Spokane, Washington, USA, 99203





(hereinafter
      referred to as the “Company”)





**OF
      THE FIRST PART**





**AND:**





**JOHN
      WORKS** ,
      Businessman, having an address of 3445 South Columbine Circle, Englewood,
      Colorado, USA, 80113





(hereinafter
      referred to as the “Employee”)





**OF
      THE SECOND PART**





**WHEREAS:**





A.
            The
                Employee has expertise in the area of developing, arranging financing
                and
                managing energy projects and companies and the Company desires to
                employ
                the Employee as its President, Chief Executive Officer and an Executive
                Director to attend to such business and to perform duties as more
                particularly described herein;





B.
            The
                Company and the Employee are of the view that it is in the best interest
                of each of the parties to have the Employee enter into this Agreement
                and
                to have the Employee devote his full time and attention to the business
                of
                the Company;





C.
            The
                parties desire to set out in writing the terms on which the Employee
                will
                perform services for the Company.





**NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT** in
      consideration of the premises and the mutual promises, conditions,
      representations, warranties and agreements herein contained, the parties hereto
      agree as follows:





**1.**
            **Duties
                and Responsibilities**





1.01  The
      Company hereby engages and retains the Employee as its President, Chief
      Executive Officer and an Executive Director to perform duties and assignments
      relating to the business of the Company or its affiliates as may be assigned
      to
      him by the Board of Directors of the Company (the





"Board")
      from time to time, or by the Chairman or other designee, if so empowered by
      the
      Board. The Employee shall have the authority and responsibility over the
      day-to-day operations of the Company and such other rights and responsibilities
      as shall be consistent with his position (collectively referred to as the
“Services”). The Employee agrees that he will devote his full employment
      energies, interest, abilities and time to the performance of his employment
      obligations with the Company and that he will not, without the written consent
      of the Company, render to other any service of any kind for compensation, and
      will not engage in any activity that conflicts or interferes with the
      performance of any employment duties with the Company.





1.02  The
      Employee shall be authorized to incur corporate expenditures in connection
      with
      his duties under this Agreement in the ordinary course of business provided
      that
      such expenditures do not exceed Thirty Thousand $30,000) per month and, in
      the
      event funds over Thirty Thousand ($30,000) require to be expended, the Employee
      will consult the Company’s Board of Directors for approval prior to any
      disbursement of monies.





1.03  The
      Consultant will perform the Services in accordance with this Agreement at Suite
      1050, 17 th Street,
      Denver, Colorado, USA, 80265 or such other address that is acceptable to both
      parties. In addition, the Consultant will perform the Services on the telephone,
      via e-mail or other communication device, and at such other places as designated
      by the Company in accordance with this Agreement.








**2.**
            **Term**





Subject
      to the terms of this Agreement, the Employee shall perform the Services for
      a
      period of Two (2) years (the “Term”) commencing on the date of execution of this
      Agreement (the “Effective Date”) provided however, that this Agreement shall be
      renewed automatically for additional Two (2) year periods on the anniversary
      date of the Second (2nd) year (the “Additional Term”) unless:





(a)
            prior
                to the commencement of the Additional Terms, one of the parties gives
                the
                other party Thirty (30) days written notice that such party desires
                to
                terminate this Agreement; or





(b)
            the
                parties have been unable to agree upon a mutually-acceptable Fee
                for such
                Additional Terms.





**3.**
            **Remuneration**





3.01  For
      providing the Services to the Company during the Term, the Employee shall
      receive a fee of Twelve Thousand, Five Hundred Dollars ($12,500) per month
      (the
“Fee”) commencing on the Effective Date. The Fee will be issued to the Employee
      on the first day of each month the Agreement is in effect. The
      Employee will be responsible for remitting all withholding tax from his
      compensation as may be required by United States and Canadian (as applicable)
      federal, provincial, state, and local tax laws.





3.02
      In
      addition to the Fee, the Company shall pay the Employee, from time to time,
      such
      bonus payments as may be determined by the Board of Directors of the Company.
      The bonus will be based upon the Company’s revenue.








3.03  The
      Company shall pay or reimburse the Employee for all out-of-pocket expenses,
      including without limitation, all reasonable communications, travel and
      promotional expenses payable or incurred by the Employee in connection with
      his
      duties under this Agreement provided such expenses are, in aggregate, not
      exceeding Ten Thousand ($10,000) per month. In the event of expenses over Ten
      Thousand ($10,000) per month, the Employee will consult the Company’s Board of
      Directors for approval prior to the disbursement of any monies.





3.04  During
      the Term of this Agreement, the Employee shall be eligible to participate in
      the
      standard fringe benefits package and incentive compensation plans generally
      made
      available to the executive management employees of the Company, as such benefits
      may be determined or changed from time to time by the Board of Directors of
      the
      Company. The fringe benefit programs will include at a minimum reasonable
      dental, hospital and major medical insurance coverage for the Employee and
      the
      family of the Employee. Without limiting the generality of the foregoing, the
      Company shall at a minimum reimburse the Employee for the amount of monthly
      Blue
      Cross, or equivalent, insurance coverage at the time this Agreement is entered
      into and shall increase such reimbursement as the cost of such coverage is
      increased by the provider thereof from time to time.





3.05  During
      the term of this Agreement, the Company shall pay to the Employee an automobile
      allowance of Four Hundred Dollars ($400) per month together with a parking
      allowance of One Hundred Fifty ($150) per month.





3.06  The
      Company will maintain the offices located in Denver, Colorado as set out in
      item
      1.03 herein or such other office in a location selected by the Employee at
      his
      discretion from time to time, with a computer and such additional equipment
      and
      office furnishings as are necessary to carry out the responsibilities of the
      office of the President, CEO and Director. At a minimum, the Company agrees
      to
      pay a monthly rent of Nine Hundred Fifty Dollars ($950), or such other amount
      as
      may be approved by the Board of Directors of the Company.





**4.**
            **Share
                Compensation**





The
      Company shall grant to the Employee the option to purchase up to Four Million
      (4,000,000) common shares in the capital stock of the Company at a price of
      $0.00001 per share as follows:





(a)  One
      Million (1,000,000) shares upon the execution of this Agreement;





(b)  One
      Million (1,000,000) shares for the period June 1, 2006 to May 31, 2007 at a
      rate
      of Two  Hundred
      Fifty Thousand (250,000) shares per completed quarter;





(c)  One
      Million (1,000,000) shares for the period June 1, 2007 to May 31, 2008 at a
      rate
      of Two  Hundred
      Fifty Thousand (250,000) shares per completed quarter; and





(d)  One
      Million (1,000,000) shares for the period June 1, 2008 to May 31, 2009 at a
      rate
      of Two  Hundred
      Fifty Thousand (250,000) shares per completed quarter.











All
      shares purchased by the Employee will be fully paid and
      non-assessable.




In
      the
      event this Agreement is terminated pursuant to section 5 hereof, the Employee
      will be entitled to purchase any shares that have vested as per the above
      schedule but will forfeit any right or interest to any shares not yet vested.





**5.**
            **Termination**





5.01  The
      parties hereto may terminate this Agreement at any time by giving the other
      party Thirty (30) days written notice. In the event the Company terminates
      the
      Agreement for Cause at any time during the Term, the Term shall end and the
      Company will set forth in reasonable detail the specific conditions that it
      considers to constitute Cause, and termination shall be effective thirty (30)
      days after the delivery of such notice.




For
      purposes of this Agreement, the term “Cause” shall mean, when used with respect
      to the termination of this Agreement by the Company: (i)  the
      Employee's failure or refusal to adequately perform employment duties and
      obligations or to comply with the policies, rules, and regulations of the
      Company; (ii)  any
      breach by Employee of this Agreement's provisions; (iii) any illness or
      disability resulting in the Employee being unable to perform his duties
      hereunder for a period of 30 days or for a cumulative period during any 12
      month
      period of more than three months; (iv) any alcohol, drug or other substance
      abuse by the Employee; (v) the conviction or commission of any felony or any
      other criminal offense involving dishonesty or moral turpitude by Employee;
      or
      (vi) death.







If,
      during the Term, the Company terminates this Agreement for Cause, then the
      Company shall pay to the Employee (or in the event of termination of employment
      by reason of the Employee’s death, his legal representative or his estate if no
      representative has been appointed) in a lump sum in cash, within 30 days after
      the date of Termination, an amount equal to the accrued but unpaid salary
      pursuant to Section 3 plus any unpaid approved expenses and deliver to him,
      or
      his representative, the shares which have vested and that have been paid for
      under Section 4 but not yet delivered.




In
      the
      event the Company terminates this Agreement other than for Cause, then the
      Company shall pay to the Employee, in a lump sum in cash within 30 days after
      the date of Termination, an amount equal to Three (3) months salary, or
      Thirty-Seven Thousand, Five Hundred Dollars ($37,500), that the Company would
      have been obligated to pay the Employee pursuant to Section 3.01 plus the amount
      of any unpaid approved expenses and any shares which have vested and that have
      been paid for under Section 4 but not yet delivered.




5.02       
This
      Agreement shall terminate immediately upon the death of the Employee and in
      the
      event of such death:





(a)
            The
                Company shall pay to the estate of the Employee the Fee otherwise
                payable
                to the Employee pursuant to Section 3.01 hereof through the last
                day of
                the calendar month in which the death of the Employee
                occurred;





(b)
            as
                expeditiously as possible after the death, the Company shall pay
                or
                reimburse the estate of the Employee for all reasonable expenses
                incurred
                prior to the death of the Employee pursuant to Section 3.2 hereof;
                and








(b)
            with
                respect to the share option described in Section 4, the legal
                representative of the Employee shall have the right, at any time
                up to and
                including (but not after) one year following the date of death of
                the
                Employee, to purchase any shares which have not been purchased and
                which
                had vested prior to the Employee’s
                death.





**6.**
            **Restrictive
                Covenants**





6.01  Non-Competition





The
      Employee agrees that he shall not, without the prior written consent of the
      Company, for a period of two (2) years from the termination of the Employee's
      employment with the Company for any reason solicit or attempt to solicit
      business that is competitive with the Company, directly or indirectly, from
      any
      then current customer, client, partner, or investor of the Company. The
      Employee acknowledges that this non-competition covenant is ancillary to or
      part
      of this enforceable Agreement, and that any limitations as to time, geographic
      scope and scope of activity to be restrained as set forth herein are reasonable
      and do not impose a greater restraint than is necessary to protect the goodwill
      or other business interest of the Company.





6.02  Non-Solicitation





The
      Employee agrees that during his employment with the Company and for a period
      of
      two (2) years after termination of such employment, he shall not, on his own
      behalf or on behalf of any other person or business entity, hire, solicit,
      seek
      to hire, or offer employment to any person who now or later works for the
      Company, or who is a current or prospective employee of the Company. The
      Employee further agrees that he will not in any other manner attempt, directly
      or indirectly, to influence, induce, or encourage any person who now or later
      works for the Company, or who is a current or prospective employee of the
      Company to leave the employment of the Company.





The
      Employee acknowledges that the provisions of covenants 6.01 and 6.02 (the
“Covenants”) have been considered by him and are, with respect to the interests
      of the Employee and the interests of the Company, reasonable as to time,
      territory and extent.





6.03  The
      Employee and the Company agree and recognize that a breach by the Employee
      of
      any part of the Covenant would result in damages to the Company which could
      not
      be adequately compensated for by a monetary award. Accordingly, the Employee
      agrees that in the event of any such breach, in addition to all other remedies
      available to the Company at law or in equity, the Company shall be entitled
      as a
      matter or right to apply to a court of competent equitable jurisdiction for
      such
      relief by way of restraining order, injunction, decree or otherwise, as may
      be
      appropriate to ensure compliance with the provisions of this
      Covenant.





The
      Employee and the Company agree and recognize that all restrictions in the
      Covenants are necessary and fundamental to the protection of the business
      carried on by the Company and are reasonable and valid, and all defense to
      the
      strict enforcement thereof by the Company is hereby waived by the
      Employee.








6.04  The
      Company agrees that in the event that any Section herein is determined to be
      void or unenforceable in whole or in part, such determination shall be deemed
      not to affect or impair the validity of enforceability or the remainder of
      such
      section or any other provisions of this Agreement, and with respect to Section
      6
      hereof, the parties agree that, in the event that a court of competent
      jurisdiction determines that the period of two (2) years specified in such
      Section is unreasonable and that such provision would for that reason be void
      or
      unenforceable, the parties hereby request the court to substitute such shorter
      period therefore would provide the maximum protection to the Company with the
      enforceability of that provision.





**7.**
            **Confidentiality**





7.01  During
      the Employee's employment under this Agreement, the Company will give the
      Employee access to, and the Employee will become familiar with, Confidential
      Information. The Employee agrees that all such Confidential Information, and
      all
      files, records, documents, information, data and similar items relating to
      the
      Company's business, including all originals and all copies, whether prepared
      by
      the Employee or otherwise coming into his possession, shall remain the exclusive
      property of the Company during the Employee's employment with the Company and
      following the termination of the Employee's employment with the Company. The
      Employee further agrees that he shall not, without the prior written consent
      of
      the Company, use or disclose to any third party any of the Confidential
      Information described herein, directly or indirectly, either during the
      Employee's employment with the Company or at any time following the termination
      of the Employee's employment with the Company. The Employee acknowledges that
      the Confidential Information and other consideration to be provided to Employee
      pursuant to this Agreement give rise to the Company's interest in restraining
      the Employee from disclosing the Company's Confidential
      Information.





7.02  The
      Employee will return to the Company upon the termination of this Agreement
      all
      plans, drawings, property reports, models, samples, papers, notes, books,
      computer disks and files or other documentation belonging to the
      Company.





**8.**
            **Notices**





8.01  Any
      notice, direction, or other instrument required or permitted to be given under
      this Agreement shall be in writing and shall be given by the delivery of the
      same or by the mailing of same by prepaid registered or certified mail or by
      sending the same by telegram, telex, telecommunication or other similar for
      of
      communication, in each case addressed to the intended recipient at the address
      of the respective party as follows:





(a)  to
      the
      Company:


**RANCHER
      ENERGY CORP.**


1811
      East
      17 th Avenue


Spokane,
      Washington


USA,
      99203


Phone:
      509-535-4662


Fax:
      509-535-8350














(b)  to
      the
      Employee:


**JOHN
      WORKS**


3445
      South Columbine Circle


Englewood,
      Colorado


USA,
      80113


Phone:
      720-932-8866


Fax:
      720-904-5698








8.02  Any
      notice, direction or other instrument aforesaid will, if delivered, be deemed
      to
      have been given and received on the day it was delivered and, if mailed, be
      deemed to have been given and received on the fifth business day following
      the
      day of mailing, except in the event of disruption of the postal service in
      which
      event notice will be deemed to be received only when actually received and,
      if
      sent by telegram, telecommunication or other similar form of communication,
      be
      deemed to have been given and received on the day it was actually
      received.





8.03  Any
      party
      may at any time give notice in writing to the other of any change of address,
      and from and after the giving of such notice, the address therein specified
      will
      be deemed to be the address of such party for the purpose of giving notice
      hereunder.





**9.**
            **Assignment**





This
      Agreement is a personal consulting agreement and may not be assigned by either
      party without the prior written consent of the other party.





**10.**
            **General**





10.01   This
      Agreement may not be amended or otherwise modified except by an instrument
      in
      writing signed by both parties.





10.02   This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of Washington and the parties irrevocably attorn to the jurisdiction
      of the courts of such State.





Notwithstanding
      Section 10.2 hereof, all disputes which may arise under, out of, in connection
      with or in relation to this Agreement shall be submitted to and finally settled
      by arbitration, which shall be subject to the provisions of the Commercial
      Arbitration Act ( *Washington
      or United States of America, whichever is applicable)* in
      effect from time to time and be conducted in the English language.





10.03   If
      any
      one or more of the provisions contained herein should be invalid, illegal or
      unenforceable in any respect in any jurisdiction, the validity, legality and
      enforceability of such provisions shall not in any way be affected or impaired
      thereby in any other jurisdiction and the validity, legality and enforceability
      of the remaining provisions contained herein shall not in any way be affected
      or
      impaired thereby.











10.04   This
      Agreement constitutes and contains the entire agreement and understanding
      between the parties and supersedes all prior agreements, memoranda,
      correspondence, communications, negotiations and representations, whether oral
      or written, express or implied, statutory or otherwise, between the parties
      or
      any of them with respect to the subject matter hereof.





10.05   The
      parties hereto covenant and agree to execute and deliver such further and other
      documents as may be required to carry out the intent of this
      Agreement.





10.06   Time
      shall be of the essence in the performance of this Agreement.





10.07   Any
      and
      all previous agreement, written or oral, between the parties hereto or on their
      behalf relating to the retention of the Employee by the Company are hereby
      terminated and cancelled and each of the parties hereto hereby releases and
      forever discharges the other of and from all manner of actions, causes of
      action, claims and demands whatsoever under or in respect of any such
      agreement.





10.08  This
      Agreement may be executed in counterpart, each of which such counterpart,
      whether in original or facsimile form, notwithstanding the date or dates upon
      which this Agreement is executed and delivered by any of the parties, shall
      be
      deemed to be an original and all of which will constitute one and the same
      agreement, effective as of the reference date given above.





**IN
      WITNESS WHEREOF** the
      parties hereto are deemed to have executed this Agreement as of the day and
      year
      first above written.





**RANCHER
      ENERGY CORP.**








/s/
Andrei
      Stytsenko


Per:
      Andrei Stytsenko, President









SIGNED, SEALED and DELIVERED
              by
            )**JOHN WORKS**in
              the presence of:
            )))Name
            )
            **JOHN WORKS**))Address
            ))))Occupation
            )