EMPLOYMENT AGREEMENT

(a)

"Affiliate" and "Associate" have the meanings set forth in the Business Corporations Act (Alberta);

(b)

"Annual Salary" means the annual salary of the Employee described in Clause 3.1;

(c)

"Board of Directors" means the Board of Directors of the Corporation;

(d)

"Bonus" shall mean the bonus entitlement of the Employee described in Schedule "A";

(e)

"Confidential Information" means information, data, technology, material or other property, of any kind and in whatever form, that is confidential or proprietary to the Corporation or any Affiliate or Associate, including without limitation: engineering reports, geological information, maps, well data, prospect data and seismic information, financial data or any other information, the disclosure of which could be reasonably expected to materially adversely affect the Corporation or any Affiliate or Associate or which the Corporation or any Affiliate or Associate is obliged by contract or law to treat as confidential. Confidential Information does not include information which is or becomes generally available to the public, other than as a result of a disclosure in violation of this Agreement, information which the Employee can conclusively establish was already lawfully in the possession of the Employee prior to the Employee's employment with the Corporation or information, the disclosure of which is required by regulation or law;

(f)

"Date of Termination" shall mean the date of cessation of the Employee's employment with the Corporation, regardless of the reason for cessation of employment;

(g)

"Just Cause" means any act or course of conduct which at law constitutes just cause and shall include, without limitation:

(i)

the continued failure by the Employee to substantially perform duties according to the terms of employment after the Corporation has given the Employee reasonable notice of such failure and a reasonable opportunity to correct it;

(ii)

a breach of any provision in Article 5 (provided that the Corporation acts in good faith in determining that such a breach constitutes Just Cause) or a material breach of any other provision of this Agreement;

(iii)

the conviction of the Employee of an indictable offence or fraud; or

(iv)

fraud, theft or wilful misconduct by the Employee that relates to or affects the Corporation or the Employee's employment with the Corporation;

(h)

"Perquisites" means the perquisites set out in Schedule "B";

(i)

"Person" means any individual, corporation, limited liability corporation, limited or general partnership, joint venture, association, joint-stock corporation, trust, plan, unincorporated organization or government or any agency or political subdivisions thereof;

(j)

"Protected Interests" shall mean all current projects that the Corporation is actively exploring at the time of the termination of the Employee's employment, as well as those projects that are planned, as disclosed in the Corporation's public filings or press releases;

(k)

"Severance Amount" means a lump sum amount representing the Annual Salary payable for a period of three (3) months plus one additional month for each completed year of employment with the Corporation up to a maximum of twelve (12) months, less applicable statutory deductions; and

(l)

"Stock Option Plan" means the Triangle Petroleum Corporation 2005 and 2007 Incentive Stock Plans, in force from time to time and any agreements or confirmations.

(a)

The Corporation may, at any time, immediately terminate the Employee's employment for Just Cause by giving written notice setting forth the nature of the Just Cause.

(b)

The Employee may terminate employment with the Corporation for any reason upon sixty (60) days' written notice.

(c)

If the Employee's employment is terminated either by the Corporation for Just Cause, the Corporation shall pay to the Employee, within five (5) business days following the Date of Termination, the amount of unpaid Annual Salary to and including the Date of Termination, plus all outstanding vacation pay and expense reimbursements (in each case less applicable withholdings and deductions).

(a)

The Corporation may, in its absolute discretion, immediately terminate the Employee's employment at any time without Just Cause, for any reason.

(b)

If the Employee's employment is terminated either by the Corporation without Just Cause or by the Employee for Good Reason, then the Corporation shall pay to the Employee, less statutory withholdings:

(i)

the amount of unpaid Annual Salary to and including the Date of Termination,

(ii)

all outstanding vacation pay and expense reimbursements, and

(iii)

within five (5) business days of receipt of an executed release, the Severance Amount.

(iv)

In the event that there is a change in control resulting in termination, the Severance Amount shall be deemed to be 12 months of base salary.

(a)

During the period of employment with the Corporation and at any time thereafter, the Employee shall receive and hold all Confidential Information absolutely secret, undisclosed, in trust and in confidence, and shall comply with the Corporation's policies and guidelines and use best efforts for the protection of Confidential Information.

(b)

The Employee shall not reveal or disclose to any Person outside the Corporation or use for Employee's own benefit, whether by private communication or by public address or publication or otherwise, any Confidential Information without the Corporation's specific written authorization or except as required by a mandatory provision of applicable law, provided however, that prior to any unauthorized use or disclosure of Confidential Information that is required by law, the Employee shall give the Corporation reasonable prior notice of any disclosure of Confidential Information required by law and, if requested by the Corporation, shall use reasonable efforts to obtain a protective order or similar protection for the Corporation and shall permit and cooperate with any effort by the Corporation to obtain such an order. The Employee shall take such action as is reasonably necessary to ensure that no other employee, agent, contractor or associate of the Corporation, or any family member of the Employee or other person discloses or permits the disclosure of any Confidential Information.

(c)

All originals, copies and other forms of Confidential Information, however and whenever produced, shall be the sole property of the Corporation, not to be removed from the premises or custody of the Corporation, except in the normal course of business.

(a)

The Employee agrees that for a period of time commencing on the Date of Termination and extending for twelve (12) months (the "Period"), the Employee shall not be employed by, consult for, act as an officer or director for or provide services to any Person which has an interest in or seeks to gain an interest in the Protected Interests.

(b)

During the Period, the Employee shall not directly or indirectly solicit or attempt to solicit any employee of the Corporation with a view of having that employee resign his or her employment to accept employment with any other Person.

(c)

Nothing contained in this Article 5 shall prohibit the Employee from being involved as an investor or shareholder in securities issued by corporations that have, or seek to have, an interest in the Protected Interests where such investment constitutes not more than 5% of the outstanding securities of a corporation whose shares are traded on a national security exchange, so long as the Employee has no participation in the management of such business or corporation.

(a)

As a result of the acquisition of Confidential Information, the Employee will occupy a position of trust and confidence with the Corporation and its Affiliates and Associates and the Employee's position of trust and knowledge of Confidential Information would enable the Employee to put the Corporation at a significant competitive disadvantage if the Employee breaches the restrictions in this Article 5;

(b)

The Employee hereby confirms and agrees that the covenants and restrictions contained in this Article 5 are reasonable and valid and are each of a special, unique and extraordinary character, the breach or abrogation of which cannot be adequately compensated by damages in an action at law. The Employee further acknowledges and agrees that the Corporation would suffer irreparable injury in the event of any breach by the Employee of his obligations under any such covenant or restriction and it shall be reasonable for the Corporation to seek injunctive and/or other equitable relief to prevent or rectify any breach or threatened breach of the covenants and restrictions in this Article 5 and that the Corporation seeking such equitable relief shall be in addition to, and not in substitution for, any other remedies or actions available to the Corporation at law or in equity.

(c)

Any breach of this Article 5 shall constitute grounds for termination of the Employee's employment for Just Cause.

Employee:

Shaun Toker

 

Corporation:

Suite 1250, 521 Third Avenue S.W.

Calgary, Alberta T2P 3T3

Attn: President

 

Witness to the signature of

1)

Net asset value

2)

Stock market share price

3)

Finding and development costs

4)

Cash flow per share

5)

Production growth

1.

Reimbursement for the monthly cost of parking;

2.

Reimbursement of annual professional dues.