Unassociated Document


    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      AGREEMENT made as of the 1st
      day of
      May, 2006.

     

    BETWEEN:

     

    CANWEST
      PETROLEUM CORPORATION, a
      corporation incorporated under the laws of the State of Colorado, U.S.A.
 (hereinafter
      referred to as the "Corporation")

     

    -
      and
      -

     

    T.
      MURRAY WILSON,
      an
      individual residing in the Province of Alberta (hereinafter referred to as
      the
      "Executive")

     

    WHEREAS
      the Corporation wishes to retain the services of the Executive as its
      CEO/Chairman;

     

    AND
      WHEREAS the Executive wishes to accept employment with the Corporation in
      accordance with the terms and conditions of this Executive Employment Agreement
      (the "Agreement");

     

    NOW
      THEREFORE in consideration of the employment of the Executive by the
      Corporation, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties agree as
      follows:

     

     

    ARTICLE
      I

    DEFINITIONS
      AND INTERPRETATION

     

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

     

    
      	(a)  	
              "Act"
                means Alberta Business
                Corporation Act, 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)  	
              "Business"
                means the
                exploration and development of North American oil sands and oil shales
                and
                associated technology by the
                Corporation;

            


    

     

    
      	(d)  	
              "Cause"
                means, without limiting its interpretation under common law, any
                willful
                and gross misconduct by the Executive in relation to the performance
                of
                his duties under this Agreement, or any gross neglect by the Executive
                of
                his duties under this Agreement;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	(e)  	
              "Change
                of Control" means the occurrence of any of the
                following:

            


    

     

    
      	(i)  	
              the
                purchase or acquisition of any Shares or Convertible Securities by
                a
                Holder which results in the Holder beneficially owning, or exercising
                control or direction over, Shares or Convertible Securities such
                that,
                assuming the conversion of Convertible Securities beneficially owned
                or
                over which control or direction is exercised by the Holder, the Holder
                would beneficially own or exercise control or direction over Shares
                carrying the right to cast more than forty percent (40%) of the votes
                attaching to all Shares;

            


    

     

    
      	(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 Shares of the successor
                or continuing corporation which would entitle them to cast more than
                forty
                percent (40%) 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;

            


    

     

    
      	(iii)  	
              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; or 

            


    

     

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

            


    

     

    
      	(v)  	
              provided
                that, notwithstanding subparagraphs (i) - (iv) above, any amalgamation,
                merger or other form of business combination transaction between
                the
                Corporation and Oil Sands Quest Inc. shall not constitute a Change
                of
                Control. 

            


    

     

    
      	(f)  	
              "Company
                Property" includes any materials, tools, equipment, devices, records,
                files, data, tapes, computer programs, computer disks, software,
                communications, letters, proposals, memoranda, lists, drawings,
                blueprints, correspondence, specifications or any other documents
                or
                property belonging to the Corporation or any Related
                Corporation;

            


    

     

    
      	(g)  	
              "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: design and manufacturing
                information; trade secrets; technical information; marketing strategies;
                sales and pricing policies; financial information; accounting records;
                employee information; business, marketing and technical plans; information
                relating to the Corporation's business methods, operations and techniques;
                research and development information; intellectual property; industrial
                designs; computer programs; software; lists of suppliers or other
                supplier
                information; and lists of present and prospective customer of the
                Corporation and other customer information. Notwithstanding the foregoing,
                Confidential Information shall not include any information
                which:

            


    

     

    
      
         

      

      
        -
          2 -

        
          

        

      

      
         

      

       

    

    
      	(i)  	
              is
                or becomes public knowledge through no fault of the Executive (but
                only
                after the information becomes public knowledge);
                

            


    

     

    
      	(ii)  	
              is
                independently developed by the Executive outside the scope of his
                duties
                to the Corporation; or

            


    

     

    
      	(iii)  	
              is
                or becomes lawfully available to the Executive from a source other
                than
                the Corporation;

            


    

     

    
      	(h)  	
              "Convertible
                Securities" means any securities convertible or exchangeable into
                Shares
                or carrying the right or obligation to acquire
                Shares;

            


    

     

    
      	(i)  	
              "Effective
                Date" means the date first written
                above;

            


    

     

    
      	(j)  	
              "Holder"
                means any Person or group of Persons acting jointly or in concert,
                or
                associated or Affiliated with any such Person, group of Persons or
                any of
                such Persons acting jointly or in
                concert;

            


    

     

    
      	(k)  	
              "Monthly
                Base Salary" means the annual Base Salary paid to the Executive,
                divided
                by 12;

            


    

     

    
      	(l)  	
              "Notice"
                means any Notice given by one party to the other party in accordance
                with
                Article 16;

            


    

     

    
      	(m)  	
              "Notice
                Period" shall be twelve (12) months plus one (1) month for each completed
                year of service by the Executive, up to a maximum aggregate of eighteen
                (18) months; 

            


    

     

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

            


    

     

    
      	(o)  	
              "Related
                Corporation" means any subsidiary, parent company, division, Affiliate,
                predecessor or successor of the
                Corporation;

            


    

     

    
      	(p)  	
              "Shares"
                means the voting common shares of the Corporation and any other shares
                of
                the Corporation which have the right to vote in respect of the board
                of
                directors of the Corporation;

            


    

     

    
      	(q)  	
              "Termination
                Date" means the last day actively worked by the Executive for the
                Corporation;

            


    

     

    
      	(r)  	
              "Territory"
                means North America;

            


    

     

    
      
         

      

      
        -
          3 -

        
          

        

      

      
         

      

       

    

    
      	(s)  	
              "Triggering
                Event" means the occurrence or omission of any event or course of
                events
                which would constitute constructive dismissal of the Executive as
                an
                employee of the Corporation under the common law and, without limiting
                the
                generality of the foregoing, shall include the occurrence of any
                of the
                following without the Executive's consent (except in connection with
                the
                termination of the Executive’s employment for Cause or upon the death of
                the Executive, or Executive's status as a director of the Corporation,
                which is addressed by Section 14.1
                hereof):

            


    

     

    
      	(i)  	
              a
                material change (other than a change which is clearly consistent
                with a
                promotion) in the Executive's duties, responsibilities, title or
                office
                with the Corporation, which includes the removal of the Executive
                from, or
                any failure to re-elect or re-appoint the Executive to, any position
                or
                office held by the Executive from time to time, without the prior
                consent
                of the Executive;

            


    

     

    
      	(ii)  	
              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 contemplated by this Agreement without providing alternative
                rights
                or benefits of reasonably equivalent or greater
                value;

            


    

     

    
      	(iii)  	
              the
                Corporation relocating the Executive to any place other than Calgary
                or
                London, England without the consent of the Executive, except for
                the
                requirements of normal business travel; or


            


    

     

    
      	(iv)  	
              any
                breach by the Corporation of any provision of this Agreement which
                is not
                rectified within a reasonable period of time after notice of such
                breach
                has been provided by the Executive to the
                Corporation.

            


    

     

    1.2  The
      headings in this Agreement are inserted for convenience and ease of reference
      only, and shall not affect the construction or interpretation of this
      Agreement.

     

    1.3  All
      words
      in this Agreement importing the singular number include the plural, and vice
      versa. All words importing gender include the masculine, feminine and neuter
      genders.

     

    1.4  All
      monetary amounts are in Canadian dollars.

     

     

    ARTICLE
      II 

    EMPLOYMENT
      OF EXECUTIVE 

     

    2.1  The
      Corporation agrees to employ
      the Executive in accordance with the terms and conditions of this Agreement,
      and
      the Executive agrees to accept such employment.

     

    2.2  The
      parties hereto agree that the relationship between the Corporation and the
      Executive is that of employer and employee. 

     

     

    
      
         

      

      
        -
          4 -

        
          

        

      

      
         

      

    

    ARTICLE
      III

    TERM
      OF AGREEMENT

     

    3.1  The
      term
      of this Agreement shall be for an indefinite period commencing on the Effective
      Date (the "Term"), unless earlier terminated by the Corporation or the Executive
      pursuant to the terms and conditions of this Agreement. 

     

     

    ARTICLE
      IV

    DUTIES
      OF EXECUTIVE

     

    4.1  The
      Executive shall, during the Term of this Agreement:

     

    
      	(a)  	
              perform
                the duties and responsibilities of the CEO/Chairman of the Corporation,
                including all those duties and responsibilities customarily performed
                by a
                person holding the same or an equivalent position in corporations
                of a
                similar size to the Corporation, in a similar Business to that of
                the
                Corporation in Canada and publicly traded in the United States securities
                markets, all in accordance with the policies, procedures and rules
                established by the Corporation;

            


    

     

    
      	(b)  	
              accept
                such other or alternate office or offices or titles to which he may
                be
                elected or appointed or granted by the board of directors of the
                Corporation, provided that performance of the duties and responsibilities
                associated with such office or offices shall be consistent with the
                duties
                provided for in Section 4.1(a). Notwithstanding the formal title
                given to
                the Executive, and subject only to the ordinary directions customarily
                given by a board of directors, the Executive shall have the senior
                executive authority in the Corporation and/or any amalgamated corporation;
                and 

            


    

     

    
      	(c)  	
              devote
                the whole of his working time, attention, efforts and skill to the
                performance of his employment duties and responsibilities as set
                out
                herein, and truly and faithfully serve the best interests of the
                Corporation at all times. 

            


    

     

    4.2  The
      principal executive offices of the Corporation shall be in Calgary and the
      Corporation shall have no obligation to maintain executive offices in any other
      city. It is understood and agreed by the Corporation that the Executive
      maintains residences in Calgary and London, England and divides his time between
      both locations, and that the Executive may carry out his duties and
      responsibilities on behalf of the Corporation from either location as he deems
      appropriate, acting reasonably.

     

     

    ARTICLE
      V

    BASE
      SALARY

     

    5.1  During
      the Term of this Agreement, the Corporation shall pay to the Executive a salary
      of Three Hundred Thousand Canadian Funds ($300,000) per annum (the "Base
      Salary"), less required statutory deductions, payable in equal semi-monthly
      installments or otherwise as agreed by the Corporation and the Executive. The
      Executive's Base Salary will be reviewed by the board of directors of the
      Corporation from time to time, and may be increased, but not decreased, at
      the
      discretion of the board of directors.

     

    
      
         

      

      
        -
          5 -

        
          

        

      

      
         

      

    

    5.2  The
      Corporation shall reimburse the Executive for all reasonable out-of-pocket
      expenses incurred in the performance of his employment duties and in accordance
      with the applicable policies and guidelines of the Corporation. All payments
      or
      reimbursements of expenses shall be subject to the submission by the Executive
      of appropriate vouchers, bills and receipts. It is expressly acknowledged that
      the Executive shall have the right, at his option, to travel business class
      on
      any airline flight over three (3) hours and that the Corporation shall reimburse
      the Executive reasonable travel expenses associated with attendances by the
      Executive's partner when she accompanies him on business travel and/or other
      business functions.

     

    5.3  Effective
      on the first anniversary date of this Agreement, the board of directors of
      the
      Corporation shall, in good faith, consider the establishment of an individual
      pension program for the Executive so as to treat the Executive in a fashion
      generally equivalent with the pension treatment provided to Chairmen and/or
      Chief Executive Officers of corporations with a comparable market
      capitalization, taking into account the Corporation's assets, liabilities and
      cash flow. 

     

     

    ARTICLE
      VI

    INCENTIVE
      COMPENSATION

     

    6.1  As
      a
      material inducement for the Executive to enter into this Agreement, the
      Corporation shall pay the Executive a one time signing bonus of One Hundred
      Thousand Dollars ($100,000), less required statutory deductions (the "Signing
      Bonus"), upon execution and shall pay the Executive a further lump sum of
      Seventeen Thousand Dollars ($17,000) less required statutory deductions (the
      "Monthly Bonus") within 30 days of the conclusion of each of the first, second
      and third months of the Executive's term of service pursuant to this Agreement.
      The Signing Bonus and Monthly Bonus shall not be regarded as part of the Base
      Salary payable to the Executive pursuant to Article 5.1 hereof and shall be
      payable in addition to the Annual Bonus stipulated in Article 6.2
      hereof.

     

    6.2  The
      Executive shall be eligible to receive an annual incentive bonus of up to two
      hundred percent (200%) of the Base Salary (the "Annual Bonus"), on such terms
      as
      may be determined by the Board of Directors of the Corporation acting in their
      sole discretion.

     

    6.3  The
      Executive shall be entitled to receive a stock option agreement entitling him
      to
      purchase four million shares of the Corporation with those options priced on
      the
      date of the execution of this Agreement and vesting as follows: 

     

    
      	(a)  	
              1,000,000
                on execution of this Agreement; 

            


    

     

    
      	(b)  	
              1,000,000
                upon the conclusion of any amalgamation or joint venture achieved
                between
                Canwest Petroleum Corporation and Oilsands Quest Inc.;
                

            


    

     

    
      	(c)  	
              1,000,000
                upon 12 months completed service by the Executive pursuant to this
                Agreement; 

            


    

     

    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    

     

    
      	(d)  	
              1,000,000
                upon 24 months completed service by the Executive pursuant to this
                Agreement. 

            


    

     

    Said
      stock options shall be priced at US$6.75 per share (being fair market value
      as
      at the time this agreement was entered into), and all such options shall have
      an
      exercise term of five (5) years from the date of vesting. 

     

    6.4  During
      the first year of the Executive's employment, if the Corporation issues in
      excess of twelve million stock options, the Executive shall receive a further
      thirty-three percent (33%) of any stock options issued in excess of twelve
      million stock options in total on the same terms and conditions as those stock
      options in excess of twelve million total stock options. After the first year
      of
      employment, any further and additional grants of stock options shall be at
      the
      discretion of the Board of Directors of the Corporation. 

     

    6.5  The
      Executive shall enter into the Corporation's standard form stock option
      agreement modified so as to give effect to the provisions of this Executive
      Employment Agreement. Notwithstanding anything to the contrary in this
      Agreement, the Executive hereby agrees that he will not exercise the stock
      options and that the Corporation will not be obliged to issue any shares
      thereunder, if the exercise of the stock option or the issuance of the shares
      shall constitute a violation by the Executive or the Corporation of any
      provision of any law or regulation or of any rule of any governmental authority,
      regulatory body, automated quotation system or stock exchange. The Corporation
      shall in no event be obliged, by any act of the Executive or otherwise, to
      issue, register or qualify for resale any securities issuable upon exercise
      of
      the stock options pursuant to a prospectus or similar document or to take any
      other affirmative action in order to cause the exercise of the stock options
      or
      the issue or resale of the shares issuable pursuant thereto to comply with
      any
      law or regulation or any rule of any governmental authority, regulatory body
      or
      stock exchanges, provided that the Corporation shall notify the exchange on
      which the Corporation's shares are listed for trading and other appropriate
      regulatory bodies in Canada or the United States of the existence of the stock
      options and the exercise thereof. 

     

     

    ARTICLE
      VII

    BENEFITS

     

    7.1  The
      Executive shall be entitled to participate in all of the employment benefits
      provided by the Corporation for its senior executive employees (the "Benefits"),
      subject to the terms and conditions of the applicable benefit plans established
      by the Corporation, as may be reasonably amended by the Corporation from time
      to
      time.

     

     

    ARTICLE
      VIII

    VACATION

     

    8.1  The
      Executive shall be entitled to an annual paid vacation of six (6) weeks.
      Vacation may be taken in such a manner and at such times as the Executive and
      the Corporation mutually agree.  

     

     

    
      
         

      

      
        -
          7 -

        
          

        

      

      
         

      

    

    ARTICLE
      IX

    TERMINATION
      BY CORPORATION

     

    9.1  Subject
      to Section 9.3 and Section 9.5, the
      Corporation shall be entitled to terminate this Agreement and the Executive's
      employment at any time, for any reason, upon written Notice to the Executive,
      in
      which case the Executive shall be entitled to receive the following compensation
      from the Corporation, subject to the conditions set out in Section 9.2:


     

    
      	(a)  	
              a
                lump sum payment equal to the Monthly Base Salary as at the Termination
                Date, multiplied by the number of months in the Notice Period;
                

            


    

     

    
      	(b)  	
              a
                further lump sum payment equal to the value of the Executive's benefits
                (which value shall be deemed to be the monthly cost to Employer excluding
                GST or similar taxes), multiplied by the number of months in the
                Notice
                Period;

            


    

     

    
      	(c)  	
              a
                further lump sum payment equal to the Executive's average Annual
                Bonus
                during the last three (3) calendar years preceding the Termination
                Date
                (or, if the Executive has been employed for less than three (3) calendar
                years, then for the period of employment preceding termination),
                divided
                by twelve (12) and multiplied by the number of months in the Notice
                Period; and

            


    

     

    
      	(d)  	
              accelerated
                vesting of all unvested stock options granted to the Executive pursuant
                to
                the Article 6.3 hereof; 

            


    

     

    Payment
      of the amount set out in this Section 9.1 and the accelerated vesting of stock
      options shall represent full and final settlement of any claims by the Executive
      against the Corporation or any Related Corporation, arising out of or in any
      way
      connected to the Executive's employment, or the termination of such employment,
      whether at common law or under the provision of any statute or regulation,
      or
      pursuant to the terms of any agreement between the parties.

     

    9.2  Payment
      of the amounts set out in Section 9.1 shall be subject to the following Terms
      and conditions:

     

    
      	(a)  	
              the
                execution by the Executive of a release in favour of the Corporation
                and
                any Related Corporations;

            


    

     

    
      	(b)  	
              any
                withholdings required by law to be made by the Corporation; and
                

            


    

     

    
      	(c)  	
              the
                Executive's right to receive the payments referred to in Section
                9.1 shall
                not be subject to any duty to mitigate, nor affected by any actual
                mitigation by the Executive.

            


    

     

    9.3  The
      Corporation shall be entitled to terminate this Agreement and the Executive's
      employment with the Corporation at any time, without notice, pay in lieu of
      notice or any other form of severance or termination pay, for Cause.


     

    
      
         

      

      
        -
          8 -

        
          

        

      

      
         

      

    

    9.4  Notwithstanding
      any other term or provision of this Article 9, upon termination of the
      Executive’s employment by the Corporation for any reason, the Executive shall
      receive any Base Salary and Benefits earned up to the Termination
      Date.

     

    9.5  Notwithstanding
      Section 9.1, in the event that the Executive's employment is terminated by
      the
      Corporation for any reason during the three (3) month period immediately
      following the Effective Date, the Corporation shall not be required to provide
      any compensation to the Executive other than the Signing Bonus and any Base
      Salary and Benefits earned by the Executive up to the Termination
      Date.

     

     

    ARTICLE
      X

    TERMINATION
      BY EXECUTIVE

     

    10.1  The
      Executive may terminate this Agreement and voluntarily resign from his
      employment with the Corporation by providing ninety (90) days'
      prior written Notice to the Corporation. Upon voluntary resignation by the
      Executive pursuant to this Section 10.1, the Executive shall not be entitled
      to
      receive any notice or pay in lieu of notice, or any other form of severance
      or
      termination pay pursuant to this or any other agreement between the
      parties.

     

    10.2  Subject
      to Section 10.6 and the
      conditions set out in Section 10.4, the Executive may terminate his employment
      with the Corporation within ninety (90) days of
      the
      occurrence of either of the following events, and receive the payments set
      out
      in Section 10.3: 

     

    
      	(a)  	
              a
                Change of Control; or

            


    

     

    
      	(b)  	
              a
                Triggering Event.

            


    

     

    10.3  Upon
      the
      occurrence of either of the events set out in Section 10.2, and subject to
      the
      conditions set out in Section 10.4, the Executive shall be entitled to receive
      the following compensation from the Corporation:

     

    
      	(a)  	
              a
                lump sum payment equal to the Monthly Base Salary as at the Termination
                Date, multiplied by the number of months in the Notice Period times
                1.5;
                

            


    

     

    
      	(b)  	
              a
                further lump sum payment equal to the value of the Executive's benefits
                (which value shall be deemed to be the monthly cost to Employer excluding
                GST or similar taxes), multiplied by the number of months in the
                Notice
                Period times 1.5;

            


    

     

    
      	(c)  	
              a
                further lump sum payment equal to the Executive's average Annual
                Bonus
                during the last three (3) calendar years preceding the Termination
                Date
                (or, if the Executive has been employed for less than three (3) calendar
                years, then for the period of employment preceding termination),
                divided
                by twelve (12) and multiplied by the number of months in the Notice
                Period
                times 1.5; and 

            


    

     

    
      	(d)  	
              the
                accelerated vesting of all stock options and other unvested incentive
                compensation granted to the Executive and a period of ninety (90)
                days
                from the Termination Date in which to exercise any unexercised stock
                options.

            


    

     

    
      
         

      

      
        -
          9 -

        
          

        

      

      
         

      

    

    Payment
      of the amounts set out in this Section 10.3 and the accelerated vesting of
      stock
      options and any other incentive compensation shall represent full and final
      settlement of any claims by the Executive against the Corporation or any Related
      Corporation, arising out of or in any way connected to the Executive's
      employment, or the termination of such employment, whether at common law or
      under the provision of any statute or regulation, or pursuant to the terms
      of
      any agreement between the parties.

     

    10.4  Payment
      of the amounts set out in Section 10.3 shall be subject to the following terms
      and conditions:

     

    
      	(a)  	
              receipt
                by the Corporation of Notice from the Executive, within ninety (90)
                days
                of the occurrence of the Change of Control or the Triggering Event
                referred to in Section 10.2, setting out the basis on which the
                Executive believes that a Change of Control or a Triggering Event
                has
                occurred;

            


    

     

    
      	(b)  	
              the
                execution by the Executive of a release in favour of the Corporation
                and
                any Related Corporations;

            


    

     

    
      	(c)  	
              the
                tendering by the Executive of his resignation from any position he
                may
                hold as an officer or a director of the Corporation and any Related
                Corporations;

            


    

     

    
      	(d)  	
              any
                withholdings required by law to be made by the Corporation; and
                

            


    

     

    
      	(e)  	
              the
                Executive's right to receive the payments referred to in Section
                10.3
                shall not be subject to any duty to mitigate, nor affected by any
                actual
                mitigation by the Executive.

            


    

     

    10.5  Notwithstanding
      any other term or provision of this Article 10, upon termination of the
      Executive’s employment by the Executive for any reason, the Executive shall
      receive any Base Salary and Benefits earned up to the Termination
      Date.

     

    10.6  Notwithstanding
      Section 10.2, in the event that the Executive terminates his employment with
      the
      Corporation as the result of a Change of Control or a Triggering Event during
      the three (3) month period immediately following the Effective Date, the
      Corporation shall not be required to provide any compensation to the Executive
      other than the Signing Bonus and any Base Salary and Benefits earned by the
      Executive up to the Termination Date.

     

     

    ARTICLE
      XI

    TERMINATION
      UPON DEATH 

     

    11.1  This
      Agreement shall automatically terminate upon the death of the Executive, in
      which case the Executive's estate shall be entitled to receive all Base Salary,
      pro-rated Annual Bonus and any other incentive compensation earned by the
      Executive up to the Termination Date. 

     

    
      
         

      

      
        -
          10 -

        
          

        

      

      
         

      

    

     

    ARTICLE
      XII

    CONFIDENTIAL
      INFORMATION AND NON-COMPETITION 

     

    12.1  The
      Executive acknowledges and agrees that in performing the duties and
      responsibilities of his employment pursuant to this Agreement, he will occupy
      a
      position of high fiduciary trust and confidence with the Corporation, pursuant
      to which he will develop and acquire wide experience and knowledge with respect
      to all aspects of the business carried on by the Corporation and its Related
      Corporations, and the manner in which such business is conducted. It is the
      express intent and agreement of the Executive and the Corporation that such
      knowledge and experience shall be used solely and exclusively in furtherance
      of
      the business interests of the Corporation and its Related Corporations, and
      not
      in any manner detrimental to them. The Executive therefore agrees that, so
      long
      as he is employed by the Corporation pursuant to this Agreement, he shall not
      engage in any business activity that competes, whether directly or indirectly,
      with the business of the Corporation or its Related Corporations. It
      shall
      not be a violation of this Section 12.1 for
      the
      Executive to be involved as an investor or shareholder in securities issued
      by
      corporations that do not compete directly or indirectly with the business of
      the
      Corporation, or where such investment constitutes not more than five percent
      (5%) of the outstanding securities of a business or corporation whose shares
      are
      traded on a national securities exchange.

     

    12.2  The
      Executive further acknowledges and agrees that in performing the duties and
      responsibilities of his employment pursuant to this Agreement, he will become
      knowledgeable with respect to a wide variety of Confidential Information which
      is the sole and exclusive property of the Corporation or its Related
      Corporations, the disclosure or misuse of which would cause irreparable harm
      to
      the Corporation or its Related Corporations. The Executive therefore agrees
      that
      during the Term of this Agreement, and following the termination of the
      Executive's employment for any reason, he shall treat confidentially all
      Confidential Information belonging to the Corporation or its Related
      Corporations, and shall not use or disclose the Confidential Information for
      any
      purpose other than the bona
      fide
      performance of his duties under this Agreement, except with the prior written
      consent of the board of directors of the Corporation, or as required by
      law.

     

    12.3  The
      Executive further acknowledges and agrees that pursuant to the terms of this
      Agreement, he will acquire Company Property which is and shall remain the sole
      and exclusive property of the Corporation. Upon termination of the Executive's
      employment and this Agreement for any reason, the Executive shall return to
      the
      Corporation all Company Property, together with any copies or reproductions
      thereof, which may have come into the Executive's possession during the course
      of or pursuant to this Agreement, and shall delete or destroy all computer
      files
      on his personal computer which may contain any Confidential Information
      belonging to the Corporation, or its Related Corporations.

     

    12.4  The
      Executive acknowledges and agrees that the Corporation would suffer irreparable
      harm in the event that any Confidential Information or other knowledge and
      experience acquired by the Executive in relation to the business of the
      Corporation were disclosed to a competitor of the Corporation or used for a
      competitive purpose for a reasonable period of time following the termination
      of
      his employment. Accordingly, the Executive agrees that in the event his
      employment with the Corporation is terminated for Cause by the Corporation,
      or
      in the event that the Executive voluntarily resigns his employment with the
      Corporation, neither he nor any employee or agent of the Executive shall, for
      a
      period of twelve (12) months from the Termination Date:

     

    
      
         

      

      
        -
          11 -

        
          

        

      

      
         

      

       

    

    
      	(a)  	
              be
                engaged, either directly or indirectly in any manner including, without
                limitation, as an officer, director, shareholder, owner, partner,
                member,
                joint venturer, employee, independent contractor, consultant, advisor
                or
                sales representative, in any business or enterprise which competes
                with
                the business of the Corporation or any Related Corporation, as such
                business was conducted as of the Termination Date, with the exception
                that
                the Executive may be involved as an investor or shareholder in securities
                issued by corporations that do not compete directly or indirectly
                with the
                business of the Corporation, or where such investment constitutes
                not more
                than five percent (5%) of the outstanding securities of a business
                or
                corporation whose shares are traded on a national securities
                exchange;

            


    

     

    
      	(b)  	
              solicit,
                entice or attempt to solicit or entice, either directly or indirectly,
                any
                customer or prospective customer of the Corporation or any Related
                Corporation as at the Termination Date, to become a customer of any
                business or enterprise which competes with the Corporation or any
                Related
                Corporation for any business as such business was conducted by the
                Corporation or any Related Corporation as at the Termination Date;
                or

            


    

     

    
      	(c)  	
              solicit
                or entice, or attempt to solicit or entice, either directly or indirectly,
                any employee of the Corporation or any Related Corporation as at
                the
                Termination Date, to become employed by or connected with any business
                or
                enterprise which competes with the Corporation or any Related Corporation
                for any business as such business was conducted by the Corporation
                or any
                Related Corporation as at the Termination Date.


            


    

     

    The
      restrictions set out in this Section 12.4 shall apply only within the Territory
      or to any business that directly relates to the Territory.

     

    12.5  In
      the
      event that the Executive's employment is terminated by the Executive as the
      result of a Change of Control or a Triggering Event in accordance with Section
      10.2, or by the Corporation for any reason other than Cause, the restrictions
      set out in Section 12.4 shall apply for the shorter of the duration of the
      Notice Period or, in the event the Agreement is terminated during the three
      (3)
      month period immediately following the Effective Date, the duration of that
      three (3) month period.

     

    12.6  The
      Executive acknowledges and agrees that the Corporation will suffer harm in
      the
      event that the Executive breaches any of the obligations under this Article
      12,
      and that monetary damages would be difficult to quantify and may be inadequate
      to compensate the Corporation for such a breach. Accordingly, the Executive
      agrees that in the event of a breach or a threatened breach by the Executive
      of
      any of the provisions of this Article 12, the Corporation shall be entitled
      to
      seek, in addition to any other rights, remedies or damages available to the
      Corporation at law or in equity, an interim and permanent injunction, in order
      to prevent or restrain any such breach or threatened breach by the
      Executive.

     

    
      
         

      

      
        -
          12 -

        
          

        

      

      
         

      

    

    12.7  The
      Executive hereby agrees that all restrictions contained in this Article
      12 are
      reasonable and necessary to protect the legitimate proprietary interests of
      the
      Corporation, and will not unduly restrict his ability to secure comparable
      alternative employment following the termination of his employment for any
      reason. If any covenant or provision of this Article 12 is determined to be
      void
      or unenforceable in whole or in part, for any reason, it shall be deemed not
      to
      affect or impair the validity of any other covenant or provision of this
      Agreement, which shall remain in full force and effect.

     

     

    ARTICLE
      XIII

    INDEMNIFICATION
      AND INSURANCE

     

    13.1  Subject
      to the requirements of the Act, and subject to any other limitations imposed
      by
      Colorado or other law to which the Corporation is subject, the Corporation
      shall
      indemnify and save harmless the Executive from and against any and all personal
      liability which he incurs as a result of performing his employment duties on
      behalf of the Corporation, including the payment of reasonable legal fees
      incurred by the Executive, with the exception of the following:

     

    
      	(a)  	
              any
                liability arising from the Executive's gross negligence, fraud or
                other
                act of willful misfeasance;

            


    

     

    
      	(b)  	
              any
                liability that the Corporation is prohibited by law from assuming;
                and

            


    

     

    
      	(c)  	
              any
                liability of the Employee to the Corporation arising from this Agreement
                or the Employee's employment with the
                Corporation.

            


    

     

    13.2  Commencing
      with the hiring of the Executive, the Executive shall be authorized to obtain,
      and the Corporation shall thereafter maintain, a directors' and officers'
      insurance policy in such amounts as may be customary for corporations of a
      similar size and business and risk profile as the Corporation in Canada, and
      the
      Executive shall be entitled to the benefit of such policy of insurance during
      the Term of this Agreement and for so long after termination of the Agreement
      for any reason as may agreed to by the parties acting reasonably, for the
      purpose of providing continued insurance coverage for the benefit of the
      Executive for all acts or omissions covered by Section 13.1 that occur prior
      to
      the Termination Date.

     

    13.3  The
      provisions of this Article 13 shall remain in full force and effect
      notwithstanding the termination of this Agreement for any reason.

     

     

    ARTICLE
      XIV

    BOARD
      REPRESENTATION

     

    14.1  Throughout
      the course of his employment with the Corporation, the Executive shall be
      entitled to maintain a seat on the Board of Directors of the Corporation. If
      the
      Executive is not permitted to hold such a Board seat, the Executive will be
      regarded as terminated by the Corporation pursuant to Article IX hereof "without
      cause".

     

    
      
         

      

      
        -
          13 -

        
          

        

      

      
         

      

    

    14.2  The
      Corporation shall appoint Mr. Gordon Tallman (or a suitable alternative proposed
      by the Executive and approved by the board of directors of the Corporation),
      of
      the City of Calgary, in the Province of Alberta, as a member of the board of
      directors of the Corporation as soon as reasonably practicable after the
      Effective Date hereof, and six months from the Effective Date the board of
      directors of the Corporation shall permit the Executive to nominate a further
      individual to the board of directors, and the existing board of directors shall
      give good faith consideration to the appointment of said individual to the
      board
      of directors of the Corporation. Subsequent to the appointment of the aforesaid
      directors, the board of directors of the Corporation shall continue to nominate
      those directors for so long as those directors are willing to remain as
      directors of the Corporation subject to the procedures set forth in the
      Nominating Committee Charter of the Corporation and any vote of the shareholders
      of the Corporation. 

     

     

    ARTICLE
      XV

    PRESS
      RELEASES

     

    15.1  During
      the course of his employment, the Executive shall be entitled to review and
      approve any and all press releases issued by the Corporation, to the extent
      that
      such press releases reflect any material event with respect to the
      Corporation.

     

     

    ARTICLE
      XVI

    NOTICES

     

    16.1  Any
      Notice required to be given hereunder may be provided by personal delivery,
      by
      registered mail or by facsimile to the parties hereto at the following
      addresses:

     

    To
      the
      Corporation:

     

    Suite
      206, 475 Howe Street 

    Vancouver,
      British Columbia V6C 2B3

    Attention: Mr.
      Thornton Donaldson 

    Fax:  604-606-7980

    


    To
      the
      Executive:

     

    #402
      The
      Grandview

    228
      - 26
      Avenue S.W.

    Calgary,
      Alberta T2S 3C6

    


    Any
      Notice, direction or other instrument shall, if delivered, be deemed to have
      been given and received on the business day on which it was so delivered, and
      if
      not a business day, then on the business day next following the day of delivery,
      and, if mailed, shall be deemed to have been given and received on the fifth
      day
      following the day on which it was so mailed, and, if sent by facsimile
      transmission, shall be deemed to have been given and received on the next
      business day following the day it was sent.

     

    
      
         

      

      
        -
          14 -

        
          

        

      

      
         

      

    

    16.2  Either
      party may change its address for Notice in the aforesaid manner.

     

     

    ARTICLE
      XVII

    GENERAL

     

    17.1  This
      Agreement shall be construed and enforced in accordance with the laws of the
      Province of Alberta, and the parties hereby attorn to the jurisdiction of the
      Alberta Courts.
      Should any provision in this Agreement fail to comply with the requirements
      of
      the Alberta Employment
      Standards Code
      or the
      Alberta Human
      Rights, Citizenship and Multiculturalism Act,
      as
      amended, or any other applicable legislation, the Agreement shall be interpreted
      and construed in accordance with those statutory requirements.

     

    17.2  This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof, and supercedes and replaces any and all prior
      agreements, undertakings, representations or negotiations pertaining to the
      subject matter of this Agreement. The parties agree that they have not relied
      upon any verbal statements, representations, warranties or undertakings in
      order
      to enter into this Agreement. 

     

    17.3  This
      Agreement may not be amended or modified in any way except by written instrument
      signed by the parties hereto.

     

    17.4  This
      Agreement shall enure to the benefit of and be binding upon the parties hereto,
      together with their personal representatives, successors and permitted
      assigns.

     

    17.5  This
      Agreement is a personal services agreement and may not be assigned by either
      party without the prior written consent of the other party. 

     

    17.6  The
      waiver by either party of any breach of the provisions of this Agreement shall
      not operate or be construed as a waiver by that party of any other breach of the
      same or any other provision of this Agreement.

     

    
      
         

      

      
        -
          15 -

        
          

        

      

      
         

      

    

    17.7  Should
      any provision in this Agreement be found to be invalid, illegal or
      unenforceable, the validity, legality or enforceability of the remaining
      provisions of the Agreement shall not be affected or impaired thereby in any
      way.

     

    IN
      WITNESS WHEREOF the parties hereto acknowledge and agree that they have read
      and
      understand the terms of this Agreement, and that they have had an opportunity
      to
      seek independent legal advice prior to entering into this Agreement, and that
      they have executed this Agreement with full force and effect from the date
      first
      written above.

     

    


     

    
      	 	 	
              CANWEST
                PETROLEUM CORPORATION

            
	 	 	 	 	 
	 	 	 	
              Per:

            	 
	 	 	 	 	
              Director

            
	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	
              T.
                MURRAY WILSON

              Executive
                

            


    

    


     

    
      
         

      

        -
          16 -