EMPLOYMENT AGREEMENT





            THIS AGREEMENT made as of the 25th day of November, 2004





BETWEEN:





                    IVANHOE ENERGY INC., incorporated under the laws of the

                    Yukon Territory, Canada and having a head office at Suite

                    654 - 999 Canada Place, Vancouver, British Columbia, Canada,

                    V6C 3E1



                    (the "COMPANY")



AND:



                    W. GORDON LANCASTER,

                    of 4710 Meadfield Road, West Vancouver, B.C., V7W 2W6



                    (the "EXECUTIVE")





WHEREAS:



A.   the Company is in the business of the exploration and production of natural

     gas, enhanced oil recovery and production of cleaner burning fuels from

     natural gas using gas-to-liquids technology;



B.   the Company wishes to have the Executive serve as the Chief Financial

     Officer of the Company; and



C.   the parties hereto wish to enter into this agreement to set forth the terms

     and conditions applicable to the employment of the Executive in such

     capacity.



NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto, in consideration

of the premises and of the respective covenants and agreements on the part of

those herein contained, do hereby covenant each with the other as follows:



                                     PART 1

                         DEFINITIONS AND INTERPRETATION



DEFINITIONS



1.1      In this Agreement, the following terms shall have the meanings ascribed

         thereto:



         "AGREEMENT" means this agreement and all amendments made to it by

         written agreement between the Company and the Executive;



         "BOARD" means the board of directors of the Company;



<PAGE>

                                     - 2 -





         "BUSINESS DAY" means a day other than Saturday, Sunday or statutory

         holiday in British Columbia; and



         "DISABILITY" means a physical or mental incapacity of the Executive

         that has prevented the Executive from performing the duties customarily

         assigned to the Executive for one hundred and eighty (180) days,

         whether or not consecutive, out of any twelve (12) consecutive months

         and that in the opinion of the Board is likely to continue.



INTERPRETATION



1.2      For the purposes of this Agreement, except as otherwise expressly

         provided:



         (a)  "this Agreement" means this Agreement, including the schedules

              hereto, and not any particular part, section or other portion

              hereof, and includes any agreement, document or instrument entered

              into, made or delivered pursuant to the terms hereof, as the same

              may, from time to time, be supplemented or amended and in effect;



         (b)  all references in this Agreement to a designated "part", "section"

              or other subdivision or to a schedule are references to the

              designated part, section, or other subdivision of, or schedule to,

              this Agreement;



         (c)  the words "hereof", "herein", "hereto" and "hereunder" and other

              words of similar import refer to this Agreement as a whole and not

              to any particular part, section or other subdivision or schedule

              unless the context or subject matter otherwise requires;



         (d)  the division of this Agreement into parts, sections and other

              portions and the insertion of headings are for convenience of

              reference only and are not intended to interpret, define or limit

              the scope, extent or intent of this Agreement or any provision

              hereof;



         (e)  unless otherwise provided herein, all references to currency in

              this Agreement are to lawful money of the United States and all

              amounts to be calculated or paid pursuant to this Agreement are to

              be calculated in lawful money of the United States;



         (f)  the singular of any term includes the plural, and vice versa, and

              the use of any term is generally applicable to any gender and,

              where applicable, a body corporate, firm or other entity, and the

              word "or" is not exclusive and the word "including" is not

              limiting whether or not non-limiting language (such as "without

              limitation" or "but not limited to" or words of similar import) is

              used with reference thereto; and



         (g)  all references to "approval", "authorization", "consent" or

              "direction" in this Agreement means written approval,

              authorization, consent or direction.

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