EXECUTIVE EMPLOYMENT AGREEMENT

1.1

In this Agreement, the following terms shall have the following meanings:

(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;

(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;

(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 the date of this Agreement, 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,

(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)

"Party" means one or other of the Executive and the Corporation, and "Parties" means the Executive and the Corporation;

(p)

"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;

(q)

"Person" includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative, and "Persons" means a group of more than one Person;

(r)

"Related Corporation" means any subsidiary, parent company, division, affiliate, predecessor or successor of the Corporation;

(s)

"Severance Factor" means 12 plus the number of years of completed service for the Corporation up to a maximum of 18;

(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

(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 or additions to or realignments of current responsibilities due to the growth of the organization) 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 written 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)

approval by the shareholders of the Corporation of the liquidation, dissolution or winding-up of the Corporation;

(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)

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

(vii)

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.

(a)

perform the duties and responsibilities of the Chief Financial Officer as set forth on 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 President and Chief Operating Officer of the Corporation or designate from time to time, provided that such other related duties and responsibilities are consistent with the Executive's duties as the Chief Financial 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 Chief Financial 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); and

(c)

devote substantially all 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.

(d)

the holding of such position would not be in direct conflict with the Business, and

(e)

the Board of Directors of the Corporation has granted prior written approval to such position.

(a)

the Corporation's long and short term incentive plans (including stock option plans), and

(b)

the Corporation's bonus plan,