EXHIBIT 10.13
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, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter "Company"), ASSURE ENERGY, INC., a
Delaware corporation (ASUR") with an office at ▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇. ▇.,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ with an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (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 Operations 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:
1. 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.
2. EMPLOYMENT STATUS. Employee shall at all times be Company's employee
subject to the terms and conditions of this Agreement.
3. 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.
4. POSITION. During Employee's employment hereunder, Employee shall
serve as Operations 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").
5. LOCATION. During Employee's employment hereunder, Employee shall be
based at the Company's offices in Calgary, Alberta.
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6. 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:
6.1 Base Salary. During the first year and second year of the
Term, Company shall pay Employee an annual base salary of CDN$100,000 (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
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TOTAL EXECUTIVE BONUS POOL (MAXIMUM) CDN$1,075,000
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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.
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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.
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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.
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(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.
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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.
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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.
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(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.
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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]
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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/ ▇▇▇▇▇▇ Lalach
---------------------------------
Name: ▇▇▇▇▇▇ Lalach
Title: President
ASUR:
ASSURE ENERGY, INC.
By: /s/ ▇▇▇▇▇▇ Lalach
---------------------------------
Name: ▇▇▇▇▇▇ Lalach
Title: President
EMPLOYEE
/s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇ ▇▇▇▇▇▇▇
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