Unassociated Document


    CONSULTING
      AGREEMENT

     

    THIS
      AGREEMENT
      made
      effective as of the ____ day of _____________________, 2004.

     

    BETWEEN:

     

    OILSANDS
      QUEST INC.,
      a body
      corporate incorporated under the laws of Alberta (hereinafter called the
      "Corporation")

     

    -
      and
      -

     

    KARIM
      HIRJI,
      an
      individual resident in Calgary, Alberta (hereinafter called the
      "Consultant")

     

    WHEREAS
      the
      Corporation wishes to engage the
      Consultant to provide services as the Chief Financial Officer of the
      Corporation pursuant
      to the terms of this Agreement;

     

    AND
      WHEREAS
      the
      Consultant wishes to accept his
      engagement under the terms of this Agreement to provide the services as the
      Chief Financial Officer of
      the
      Corporation pursuant to the terms of this Agreement;

     

    NOW
      THEREFORE
      in
      consideration of the provision of services by the Consultant to the Corporation,
      and the engaging of the Consultant 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 the Business
                Corporations Act (Alberta),
                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)

            	
              "Agreement"
                means this Consulting Agreement;

            


    

     

    
      	 	
              (d)

            	
              "AMI"
                means an area of mutual interest which, for the purposes of this
                Agreement, shall be that area covered by the Permits and any oilsands
                permits that are contiguous to the existing boundaries of the
                Permits;

            


    

     

    
      	 	
              (e)

            	
              "Base
                Fee" means the amount paid to the Consultant annually by the Corporation
                pursuant to Article 5.1;

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (g)

            	
              "Business"
                means the business of the
                Corporation;

            


    

     

    
      	 	
              (h)

            	
              "Cause"
                means any reason which would entitle the Corporation to terminate
                the
                Consultant's engagement without notice or payment in lieu of notice
                at
                common law, or under the provisions of any other applicable law or
                regulation and includes, without limiting the generality of the
                foregoing:

            


    

     

    
      	 	
              (i)

            	
              fraud,
                misappropriation of the Corporation's property or funds, embezzlement,
                malfeasance, misfeasance or nonfeasance in office which is willfully
                or
                grossly negligent on the part of the Consultant;
                

            


    

     

    
      	 	
              (ii)

            	
              the
                willful allowance by the Consultant of his duty to the Corporation
                and his
                personal interests to come in conflict in a material way in relation
                to
                any transaction or matter that is of a substantial nature;
                or

            


    

     

    
      	 	
              (iii)

            	
              the
                material breach by the Consultant of any of his covenants or obligations
                under this Agreement including, without limitation, any non-competition,
                non-solicitation or confidentiality covenants with the
                Corporation;

            


    

     

    
      	 	
              (i)

            	
              "Company
                Property" includes any and all proprietary technology, financial,
                operating and training information, all works of expression and any
                copyrights in such works, current or potential business contacts
                and
                contract development information, patentable inventions, discoveries
                or
                trade secrets, and 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
                Corporations;

            


    

     

    
      	 	
              (j)

            	
              "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, trade secrets,
                technical
                information, marketing strategies, sales and pricing policies, financial
                information, business, marketing or technical plans, programs, methods,
                techniques, concepts, formulas, documentation, intellectual property,
                software, industrial designs, products, geophysical studies and data,
                strategic studies, engineering information, customer and supplier
                lists,
                shareholder data and personnel information. Notwithstanding the foregoing,
                Confidential Information shall not include any information
                which:

            


    

     

     

    
      	 	
              (i)

            	
              was
                in the possession of or known to the Consultant, without any obligation
                to
                keep it confidential, before it was disclosed to the Consultant by
                the
                Corporation; or

            


    

     

    
      	 	
              (ii)

            	
              is
                or becomes public knowledge through no fault of the Consultant;
                or

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (iii)

            	
              is
                independently developed by the Consultant outside the scope of his
                engagement duties to the Corporation;
                or

            


    

     

    
      	 	
              (iv)

            	
              is
                disclosed by the Corporation to another Person without any restriction
                on
                its use or disclosure; or

            


    

     

    
      	 	
              (v)

            	
              is
                or becomes lawfully available to the Consultant from a source other
                than
                the Corporation;

            


    

     

    
      	 	
              (k)

            	
              "Effective
                Date" means the date of this Agreement, unless otherwise agreed to
                by the
                Parties;

            


    

     

    
      	 	
              (l)

            	
              “Initial
                Financing” means the raising of the capital required to undertake all, or
                a portion of the Corporation’s first winter’s exploration program and to
                fund the initial working capital requirements of the
                Corporation;

            


    

     

    
      	 	
              (m)

            	
              "Party"
                means one or other of the Consultant and the Corporation, and "Parties"
                means the Consultant and the
                Corporation;

            


    

     

    
      	 	
              (n)

            	
              "Permanent
                Disability" means a mental or physical disability whereby the Consultant:
                

            


    

     

    
      	 	
              (i)

            	
              is
                unable, due to illness, disease, mental or physical disability or
                similar
                cause, to fulfill his obligations as an officer of the Corporation
                for any
                consecutive 12 month period, or for any period of 18 or more months
                (whether consecutive or not) in any consecutive 24 month period;
                or

            


    

     

    
      	 	
              (ii)

            	
              is
                declared by a Court of competent jurisdiction to be mentally incompetent
                or incapable of managing his
                affairs;

            


    

     

    
      	 	
              (o)

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

            


    

     

    
      	 	
              (p)

            	
              "Related
                Corporation" means any subsidiary, parent company, division, affiliate,
                predecessor or successor of the
                Corporation;

            


    

     

    
      	 	
              (q)

            	
              "Shares"
                means the 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;

            


    

     

    
      	 	
              (r)

            	
              "Term"
                means the period during which this Agreement remains in force pursuant
                to
                Article III;

            


    

     

    
      	 	
              (s)

            	
              "Termination
                Date" means the last day actively worked by the Consultant for the
                Corporation; and

            


    

     

    
      	 	
              (t)

            	
              "Triggering
                Events" means any one or more of the
                following:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (i)

            	
              a
                material change (other than those which are clearly consistent with
                a
                promotion) in the services, position or duties of the Consultant
                with the
                Corporation, responsibilities (including, without limitation, the
                office
                to which the Consultant reports and the personnel which report to
                the
                Consultant), title or office, which includes any removal of the Consultant
                from or any failure to re-elect or re-appoint the Consultant to any
                such
                positions or offices;

            


    

     

    
      	 	
              (ii)

            	
              the
                assignment by the Corporation to the Consultant of any duties which
                are
                inconsistent with the Consultant’s position, duties and responsibilities
                within the Corporation;

            


    

     

    
      	 	
              (iii)

            	
              any
                failure by the Corporation to continue in effect any benefit, bonus,
                profit sharing, incentive, remuneration or compensation plan, stock
                ownership, stock option or stock purchase plan, pension plan or retirement
                plan in which the Consultant is participating or entitled to participate
                or the Corporation taking any action or failing to take any action
                that
                would adversely affect the Consultant's participation in or reduce
                his
                rights or benefits under or pursuant to any such plan, without in
                any of
                the foregoing events providing alternative rights or benefits of
                reasonably equivalent or greater value, or the Corporation failing
                to
                increase or improve such rights or benefits on a basis consistent
                with
                practices in effect with respect to the other senior executives of
                the
                Corporation;

            


    

     

    
      	 	
              (iv)

            	
              the
                Corporation relocating the Consultant to any place other than Calgary,
                without the consent of the Consultant, except for required travel
                on the
                Corporation's business to an extent substantially consistent with
                the
                Consultant's current duties and
                obligations;

            


    

     

    
      	 	
              (v)

            	
              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; 

            


    

     

    
      	 	
              (vi)

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

            


    

     

    
      	 	
              (vii)

            	
              any
                breach by the Corporation of any provision of this Agreement which
                is not
                rectified in all material respects within a reasonable period of
                time
                after notice of such breach has been provided by the Consultant to
                the
                Corporation; or

            


    

     

    
      	 	
              (viii)

            	
              the
                failure by the Corporation to obtain, in a form satisfactory to the
                Consultant, an effective assumption of his obligations under this
                Agreement by any successor 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.

     

    1.5 The
      word
      "including", when following any general statement or term, is not to be
      construed as limiting the general statement or term to the specific items or
      matters set forth or to similar items or matters, but rather as permitting
      the
      general statement or term to refer to all other items or matters that could
      reasonably fall within its broadest possible scope.

     

    1.6 A
      reference to a statute includes all regulations made thereunder, all amendments
      to the statute or regulations in force from time to time, and any statute or
      regulation that supplements or supersedes such statute or
      regulations.

     

    1.7 A
      reference to an entity includes any successor to that entity.

     

    1.8 A
      reference to "approval", "authorization" or "consent’ means written approval,
      authorization or consent.

     

    1.9 A
      reference to an Article is to an Article of this Agreement and the reference
      to
      a Section followed by a number or some combination of numbers and letters refers
      to the section, paragraph, subparagraph, clause or subclause of this Agreement
      so designated.

     

     

    ARTICLE
      II

    ENGAGEMENT
      OF CONSULTANT

     

     

    2.1 The
      Corporation agrees to engage
      the Consultant to provide the services as the Chief Financial Officer of the
      Corporation, in accordance with the terms and conditions of this Agreement,
      and
      the Consultant agrees to accept such engagement in accordance with the terms
      and
      conditions of this Agreement. 

     

     

    ARTICLE
      III

    TERM
      OF AGREEMENT

     

     

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

     

     

    ARTICLE
      IV

    DUTIES
      OF CONSULTANT

     

    4.1 The
      Consultant shall, during the Term:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (a)

            	
              perform
                the duties and responsibilities of the Chief Financial Officer, including
                all those duties and responsibilities customarily performed by a
                person
                holding the same or an equivalent position, or performing duties
                similar
                to those to be performed by the Consultant, in corporations of a
                similar
                size to the Corporation, in a similar Business to that of the Corporation
                in Canada, as well as such other related duties and responsibilities
                as
                may be assigned to the Consultant by the Board of Directors of the
                Corporation from time to time, provided that such other related duties
                and
                responsibilities are consistent with the Consultant's duties as the
                Chief
                Financial Officer;

            


    

     

    
      	 	
              (b)

            	
              accept
                such other office or offices to which he may be elected or appointed
                by
                the Board of Directors of the Corporation in addition to that of
                the Chief
                Financial Officer, provided that performance of the duties and
                responsibilities associated with such office or offices shall be
                consistent with the duties provided for in Article 4.1(a);
                

            


    

     

    
      	 	
              (c)

            	
              devote
                the majority of his working time, attention, efforts and skill to
                the
                performance of his duties and responsibilities as set out herein,
                and
                truly and faithfully serve the best interests of the Corporation
                at all
                times. In particular, and without limiting the generality of the
                foregoing, the Consultant shall not engage in any personal activities
                or
                any engagement, consulting work, trade or other business activity
                on his
                own account or on behalf of any other Person, or as a material investor
                or
                shareholder of any other business or Person that competes, conflicts
                or
                interferes with the Business or the performance of the Consultant's
                duties
                under this Agreement in any way, whether directly or indirectly.
                It shall
                not be a violation of this Article 4.1(c) for the Consultant to engage
                in
                a voluntary activity or other public service which does not interfere
                with
                the Consultant's duties under this Agreement;
                and

            


    

     

    
      	 	
              (d)

            	
              notwithstanding
                paragraph 4.1(c), the Corporation agrees that the Consultant may
                be a
                member of the board of directors of other companies provided that
                the
                holding of such position would not be in direct conflict with the
                Business
                and provided that the Board of Directors of the Corporation has granted
                prior approval to such position. 

            


    

     

     

    ARTICLE
      V

    BASE
      FEE

     

    5.1 During
      the Term of this Agreement, the Corporation shall pay to the Consultant a fee
      of
      $175,000 per annum (the "Base Fee"), less required statutory deductions, payable
      in equal monthly installments or as otherwise determined by the Corporation.
      The
      Consultant's Base Fee will be reviewed by the Board of Directors of the
      Corporation from time to time, and may be increased at the sole discretion
      of
      the Board of Directors, based upon such factors as the Board of Directors in
      its
      sole discretion determines are relevant, which factors may include the
      performance of the Corporation and the consultant compensation arrangements
      of
      other corporations carrying on a similar business and of a similar size to
      the
      Corporation in Canada.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.2 Notwithstanding
      Article 5.1 above, the Parties agree that until the closing of the Initial
      Financing, the Base Fee to be paid by the Corporation to the Consultant shall
      be
      reduced to the amount of $84,000 per annum. Immediately thereafter, the Base
      Fee
      as set forth in Article 5.1 shall apply.

     

    5.3 The
      Corporation shall reimburse the Consultant for all reasonable out-of-pocket
      expenses incurred in the performance of his engagement duties and in accordance
      with the applicable policies and procedures of the Corporation, as may be
      amended by the Corporation at its sole discretion from time to time. All
      payments or reimbursements of expenses shall be subject to the submission by
      the
      Consultant of appropriate vouchers, bills and receipts. 

     

     

    ARTICLE
      VI

    INCENTIVE
      PAYMENTS

     

    6.1 The
      Consultant shall be entitled to participate in the Corporation's long and short
      term incentive plans and bonuses from time to time, in amounts and on such
      terms
      and conditions as may be determined by the Corporation at its sole discretion.
      Any such participation by the Consultant shall be subject to the terms and
      conditions of the relevant plan of the Corporation, as may be amended by the
      Corporation at its sole discretion from time to time, and by the terms and
      conditions of any applicable agreement between the Consultant and the
      Corporation made pursuant to such plan. 

     

     

    ARTICLE
      VII

    VACATION

     

    7.1 The
      Consultant shall be entitled to an annual vacation of 30 days, subject to
      adjustment by the Corporation from time to time. Vacation may be taken in such
      a
      manner and at such times as the Consultant and the Corporation mutually
      agree.

     

     

    ARTICLE
      VIII

    TERMINATION
      BY CORPORATION

     

    8.1 The
      Corporation shall be entitled to terminate this Agreement and the Consultant's
      engagement at any time, for any reason, upon written notice to the Consultant,
      in which case the Corporation shall provide the Consultant with a lump sum
      equal
      to the Base Fee as set forth in Article 5.1, multiplied by 1.5, subject to
      the
      conditions set out in Article 8. 

     

    Payment
      of the amounts set out in this Article 8.1 shall represent full and final
      settlement of any claims by the Consultant against the Corporation or any
      Related Corporation, arising out of or in any way connected to the Consultant's
      engagement with the Corporation or any Related Corporation, or the termination
      of such engagement, whether at common law or under the provision of any statute
      or regulation, or pursuant to the terms of any agreement between the
      Parties.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.2 Payment
      of the amounts set out in Article 8.1 shall be subject to the following
      conditions:

     

    
      	 	
              (a)

            	
              the
                prior execution by the Consultant of a settlement agreement and release
                and indemnity in favour of the Corporation and any Related Corporations,
                in a form reasonably acceptable to the
                Corporation;

            


    

     

    
      	 	
              (b)

            	
              any
                withholdings or deductions required by law to be made by the Corporation;
                and 

            


    

     

    
      	 	
              (c)

            	
              the
                Consultant's right to receive payment under Article 8.1 shall not
                be
                subject to any duty to mitigate, nor affected by any actual mitigation
                by
                the Consultant.

            


    

     

     

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

     

    8.4 Notwithstanding
      any other term or provision of this Article 8, if the Initial Financing is
      not
      completed, or at any time within the three month period from the date of this
      Agreement, the Corporation shall be entitled to terminate this Agreement and
      the
      Consultant's engagement at any time, without notice, pay in lieu of notice
      or
      any other form of severance or termination pay.

     

    8.5 Notwithstanding
      any other term or provision of this Article 8, upon termination of the
      Consultant’s engagement by the Corporation for any reason, the Consultant shall
      receive any Base Fee earned up to the Termination Date.

     

     

    ARTICLE
      IX

    TERMINATION
      BY CONSULTANT

     

     

    9.1 The
      Consultant may terminate this Agreement and his engagement with the Corporation
      by providing 30 days' prior written notice to the Corporation. Upon termination
      of his engagement pursuant to this Article 9.1, the Consultant 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.

     

    9.2 Notwithstanding
      the provision in Article 9.1, the Consultant may terminate his engagement with
      the Corporation and receive the payments set out in Article 9.3, upon the
      occurrence of a Triggering Event, and subject to the conditions set out in
      Article 9.4.

     

    9.3 Upon
      the
      occurrence of a Triggering Event, and subject to the conditions set out in
      Article 9.4, the Consultant shall receive a lump sum equal to the Base Fee
      as
      set forth in Article 5.1, multiplied by 1.5.

     

    Payment
      of the amounts set out in this Article 9.3 shall represent full and final
      settlement of any claims by the Consultant against the Corporation or any
      Related Corporation, arising out of or in any way connected to the Consultant's
      engagement with the Corporation or any Related Corporation, or the termination
      of such engagement, whether at common law or under the provision of any statute
      or regulation, or pursuant to the terms of any agreement between the
      Parties.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9.4 Payment
      of the amounts set out in Article 9.3 shall be subject to the following terms
      and conditions:

     

    
      	 	
              (a)

            	
              the
                prior execution by the Consultant of a settlement agreement and release
                and indemnity in favour of the Corporation and any Related Corporations,
                in a form reasonably acceptable to the Corporation;
                

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              any
                withholdings or deductions required by law to be made by the Corporation
                by law; 

            


    

     

    
      	 	
              (d)

            	
              the
                Consultant's right to receive the payments under Article 9.3 shall
                not be
                subject to any duty to mitigate, nor affected by any actual mitigation
                by
                the Consultant; and

            


    

     

    
      	 	
              (e)

            	
              the
                receipt by the Corporation of written notice from the Consultant,
                within
                30 days of the occurrence of a Triggering Event, setting out the
                basis on
                which the Consultant believes that a Triggering Event has
                occurred.

            


    

     

    9.5 The
      Consultant covenants and agrees to provide his full cooperation and assistance,
      in connection with the termination of his engagement upon a Triggering Event,
      to
      transfer his duties and responsibilities to a replacement.

     

    9.6 Notwithstanding
      any other term or provision of this Article 9, upon termination of the
      Consultant’s engagement by the Consultant for any reason, the Consultant shall
      receive any Base Fee earned up to the Termination Date.

     

    9.7 Payment
      under Article 9 shall be made on the later of the date which is 30 calendar
      days
      after receipt by the Corporation of the notice referred to herein and the date
      which is 60 calendar days after the effective date of the Triggering
      Event.

     

     

    ARTICLE
      X

    TERMINATION
      UPON DEATH OR PERMANENT DISABILITY

     

     

    10.1 This
      Agreement shall automatically terminate upon the death of the
      Consultant.

     

    10.2 In
      the
      event that the Consultant shall suffer a Permanent Disability, the Corporation
      may terminate this Agreement and the Consultant's engagement by providing at
      least 30 days prior written notice to the Consultant. Upon termination of the
      Consultant's engagement pursuant to this Article 10.2, the Corporation shall
      have no further obligation to the Consultant. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      XI

    STOCK
      OPTIONS

     

    11.1 Upon
      the
      termination of the Consultant for Cause under Section 8.3 or if the Consultant
      terminates this Agreement pursuant to Section 9.1, only those stock options
      and
      other incentive interests held by the Consultant that are vested at such
      Termination Date may be exercised by the Consultant in accordance with the
      terms
      of the Corporation's Stock Option Plan or other incentive plans of the
      Corporation in effect at the time, and the Consultant shall have no claim to
      the
      acceleration of vesting or the exercise on any stock options and other incentive
      interests which are not fully vested as at such Termination Date other than
      under the terms of the Corporation's Stock Option Plan or other incentive plans
      of the Corporation. All such remaining unvested stock options and other
      incentive interests shall terminate, be null and void and of no further force
      and effect notwithstanding the terms of the Corporation's Stock Option Plan
      or
      other incentive plans of the Corporation.

     

    11.2 Upon
      termination of the Consultant by reason of death or Permanent Disability, only
      those stock options and other incentive interests held by the Consultant which
      are vested at such Termination Date may be exercised by the Consultant pursuant
      to the terms of Corporation's Stock Option Plan or other incentive plans of
      the
      Corporation in effect at the time, and the Consultant shall have no claim to
      the
      acceleration of vesting or to the exercise of any options which are not fully
      vested as at such Termination Date, other than under the terms of the
      Corporation's Stock Option Plan or other incentive plans of the Corporation.
      All
      such remaining unvested stock options and other incentive interests shall
      terminate, be null and void and of no further force and effect notwithstanding
      the terms of the Corporation's Stock Option Plan or other incentive plans of
      the
      Corporation.

     

    11.3 Upon
      termination of the Consultant for any reason other than Cause, voluntary
      termination by the Consultant, death or Permanent Disability, all stock options
      and other incentive interests held by the Consultant shall vest immediately
      and
      may be exercised pursuant to the terms of Corporation's Stock Option Plan or
      other incentive plans of the Corporation in effect at the time.

     

    11.4 Notwithstanding
      subsections 11.2 and 11.3 hereof, the provisions of the Corporation's Stock
      Option Plan, the provisions of any stock option agreement entered into between
      the Corporation and the Consultant, and the provisions of any other incentive
      plan of the Corporation in effect at the time, the Parties agree that upon
      termination of the Consultant pursuant to Sections 8.1, 9.2, 10.1 or 10.2
      hereof, the applicable vested stock options and other incentive interests may
      be
      exercised by the Consultant until the earlier of (i) the original date of expiry
      of the stock options and other incentive interests, as the case may be; and
      (ii)
      three years after the Termination Date. All stock options and other incentive
      interests which remain unexercised after this time period shall terminate,
      be
      null and void and of no further force and effect notwithstanding the terms
      of
      the Corporation's Stock Option Plan or other incentive plans of the
      Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      XII

    CONFIDENTIAL
      INFORMATION AND NON-COMPETITION

     

    12.1 The
      Consultant acknowledges and agrees that in performing the duties and
      responsibilities of his engagement 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 Consultant 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 Consultant therefore agrees that, so
      long
      as he is engaged by the Corporation pursuant to this Agreement, he shall not
      engage in any practice or business that competes with the Business of the
      Corporation or its Related Corporations within the AMI. 

     

    12.2 In
      the
      event that this Agreement is terminated in accordance with Sections 8.1 or
      9.2,
      the Consultant acknowledges and agrees that during the Term and for a period
      following the Term equal to one (1) year, he shall not for any reason, either
      directly or indirectly through any Person, agent, employee, affiliate or
      representative, engage in any business that competes with the Business of the
      Corporation or any Related Corporation in the AMI. As used herein, the phrase
      "engaged in business" shall mean to act as an employee, agent, officer, director
      or consultant of a business or to be a sole proprietor, partner, joint venturer,
      shareholder, or owner of any other form of interest, of or in a business, but
      shall not include owning equity of a public company which competes with the
      Corporation’s Business in the AMI.

     

    12.3 The
      Consultant agrees that during the Term, and following the termination of the
      Consultant's engagement 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 to
      any
      unauthorized persons, except with the prior express written consent of the
      Corporation, or otherwise as required by law.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12.5 Notwithstanding
      the provision of 12.3 and 12.4, the Consultant shall be permitted to disclose
      Confidential Information as required by law, regulation, government body or
      authority or by court order.

     

    12.6 The
      Consultant acknowledges and agrees that in the event of a breach or a threatened
      breach by the Consultant of any of the provisions of this Article 12, the
      Corporation shall be entitled to obtain all rights, remedies or damages
      available to the Corporation at law or in equity.

     

    12.7 The
      Consultant hereby agrees that all restrictions contained in this Article 12
      are
      reasonable and valid and hereby waives any and all defenses to the strict
      enforcement thereof by the Corporation by any lawful means, including injunctive
      relief. 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.

     

    12.8 The
      provisions of this Article 12 shall remain in full force and effect
      notwithstanding the termination of this Agreement for any reason.

     

    ARTICLE
      XIII

    INDEMNIFICATION

     

    13.1 Subject
      to the requirements of the Act, the Corporation shall indemnify and save
      harmless the Consultant from and against any personal liability which he incurs
      as a direct result of performing his engagement duties on behalf of the
      Corporation, with the exception of the following:

     

    
      	 	
              (a)

            	
              any
                liability arising from the Consultant's gross negligence or fraud
                or other
                acts of willful misfeasance;

            


    

     

    
      	 	
              (b)

            	
              any
                liability which the Corporation is prohibited by law from assuming;
                and

            


    

     

    
      	 	
              (c)

            	
              any
                liability of the Consultant to the Corporation arising from this
                Agreement
                or the Consultant's engagement with the
                Corporation.

            


    

     

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

     

    ARTICLE
      XIV

    NOTICES

     

    14.1 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:

     

    Oilsands
      Quest Inc.

    1250,
      639
      - 5th
      Avenue
      SW

    Calgary,
      Alberta T2P 0M9

    


    Attention: Chairman
      of the Board

     

    Fax: (403)
      571-8008

    


     

    To
      the
      Consultant:

     

    Karim
      Hirji

    404,
      2 -
      14th
      Street
      NW

    Calgary
      AB 

    


    e-mail:
      khirji@allstream.net

    


    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.

     

    14.2 Either
      Party may change its address for notice in the aforesaid manner.

     

     

    ARTICLE
      XV

    GENERAL

     

    15.1 This
      Agreement shall be construed and enforced in accordance with the laws of the
      Province of Alberta, and the Parties hereby attorn to the non-exclusive
      jurisdiction of Alberta Courts. Should provisions in this Agreement fail to
      comply with the applicable legislation, the Agreement shall be interpreted
      in
      accordance with those statutory requirements.

     

    15.2 This
      Agreement and any other agreements expressly incorporated by reference herein,
      constitute the entire agreement between the Parties with respect to the subject
      matter hereof, and supercede and replace 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. In the event of a conflict between this Agreement and any other
      agreement expressly incorporated by reference herein, the terms of this
      Agreement shall prevail.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

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

     

    15.6 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.

     

    15.7 The
      Parties agree to execute and deliver such further and other documents, and
      perform or cause to be performed such further and other acts and things as
      may
      be necessary or desirable in order to give full force and effect to this
      Agreement.

     

    15.8 The
      Consultant agrees that following the termination of the Consultant's engagement
      with the Corporation for any reason, the Consultant shall tender his resignation
      from any position he may hold as an officer or director of the Corporation
      or
      any Related Corporation.

     

    15.9 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.

     

    


     

    
      	 	 	
              OILSANDS
                QUEST INC.

            
	 	 	 	 	 
	 	 	 	
              Per:

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              Per:

            	 
	 	 	 	 	 


    

    


    


    
      	 	 	 
	 	 	 
	 	 	 
	
              Witness

            	 	
              KARIM
                HIRJI