GASCO ENERGY, INC.

                              EMPLOYMENT AGREEMENT



         THIS  AGREEMENT is made as of this 14th day of February 2003 by Michael

K. Decker at 6931 East Fremont Place,  Englewood, CO 80112,  ("Executive"),  and

GASCO ENERGY,  INC., a Nevada  corporation,  with offices at 14 Inverness  Drive

East, Suite H236,  Denver,  Colorado 80112 (the  "Company"),  for the purpose of

setting forth the terms and conditions of Executive's  employment by the Company

and to protect the Company's knowledge,  expertise,  customer  relationships and

the  confidential  information  the Company  has  developed  regarding  clients,

customers,   shareholders,   option  holders,   employees,   products,  business

operations and services. As of the Effective Date, this Agreement supersedes any

prior understandings or agreements, including the Agreement dated June 29, 2001,

between  Executive  and the  Company  or any of the  Company's  subsidiaries  or

affiliates.



                                    RECITALS:



         WHEREAS,  the Board desires to provide for the continued  employment of

Executive and to make certain  changes in  Executive's  employment  arrangements

with the Company which the Board has determined will reinforce and encourage the

continued  attention  and  dedication to the Company of Executive as a member of

the  Company's  management,  in  the  best  interest  of  the  Company  and  its

shareholders.  Executive  is willing to commit  himself to continue to serve the

Company,  on the terms and conditions  herein provided,  although this Agreement

may be amended at any time by written agreement among the parties; and



         WHEREAS,  in order to effect the  foregoing,  the Company and Executive

wish to enter into an employment agreement on the terms and conditions set forth

below,



         NOW  THEREFORE,  in  consideration  of the premises and the  respective

covenants and  agreements of the parties herein  contained,  and intending to be

legally bound hereby, the parties hereto agree as follows:



1.       TIME AND EFFORTS



         1.1  Executive  shall be  employed  as the  Company's  Chief  Operating

Officer and Executive Vice  President and shall devote his full-time  attention,

except as allowed in subsections 1.3 below,  to the duties and  responsibilities

of Chief  Operating  Officer and Executive  Vice President in furtherance of the

Company's business.  Subject to consultation with and the direction of the Board

of  Directors,  Executive  shall  have full  responsibility  for,  and  specific

authority as described  in the bylaws of the  Corporation,  Article V, Section 9

(Attached-Exhibit A).



                                       1

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         1.2 In the  performance  of  all  of  his  responsibilities  hereunder,

Executive  shall  be  subject  to all  of the  Company's  policies,  rules,  and

regulations applicable to its officers and employees generally.  Executive shall

report to the President and Chief Executive Officer.



         1.3 Without the prior express  authorization of the Board,  which shall

not  unreasonably  be withheld,  Executive  shall not,  directly or  indirectly,

during the Term of this  Agreement  engage in any activity  competitive  with or

adverse to the Company's  business,  whether alone,  as a partner or independent

contractor,  or as an officer,  director,  or employee of any other corporation.

This  Agreement  shall not be  interpreted  to  prohibit  Executive  from making

passive personal  investments,  conducting private business affairs, or engaging

in educational or charitable  activities,  if those activities do not materially

interfere with the services required hereunder.  Subject to the reasonable prior

approval  of the  Board,  Executive  may  act as a  director  of any  profit  or

non-profit  corporation  or  other  business  entity,  if such  activity  is not

inconsistent with the business of the Company.  Executive's oil and gas holdings

are detailed in Exhibit B of this agreement.



         1.4 In order to  induce  the  Company  to enter  into  this  Agreement,

Executive  represents  and warrants to the Company  that (i)  Executive is not a

party or subject  to any  employment  agreement  or  arrangement  with any other

person,  firm,  company,  corporation  or  other  business  entity  which  is in

competition  with the Company;  and (ii)  Executive is subject to no  restraint,

limitation  or  restriction  by virtue of any  agreement or  arrangement,  or by

virtue of any law or rule of law or  otherwise  which would  impair  Executive's

right or  ability to enter the  employ of the  Company  or to perform  fully his

duties and obligations pursuant to this Agreement.



         1.5 Without first obtaining the written permission of the Board in each

instance,  Executive  will not  authorize  or permit  the  Company to engage the

services,  of, or engage in any business activity with, or provide any financial

or other  benefit to, any  affiliate  of  Executive.  The phrase  "affiliate  of

Executive" as used in this Agreement shall mean and include  Executive's  family

by blood or marriage (including, without limitation,  parents, spouse, siblings,

children and in-laws),  and any business or business entity which is directly or

indirectly owned or controlled by Executive or any member of Executive's  family

or in which  Executive  or any  member of  Executive's  family has any direct or

indirect financial interest whatsoever.

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