---

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT made effective the 1stday of July, 2004.

BETWEEN:

> FLOWSTAR TECHNOLOGIES INC., a body corporate
>             duly incorporated pursuant to the laws of Alberta, with principal
>             offices in the City of Edmonton, in the Province of Alberta
>             (the Corporation)

OF THE FIRST PART

- and -

> WESCORP ENERGY INC., a body corporate duly
>             incorporated pursuant to the laws of the State of Delaware, USA
>             (Wescorp)

OF THE SECOND PART

- and -

> DOUGLAS BILES, an individual resident in the
>             City of Edmonton, in the Province of Alberta
>             (the Executive)

OF THE THIRD PART

WHEREAS:

|A. | The Corporation is a wholly owned subsidiary of Wescorp
      Energy Inc. ("Wescorp");                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|B. | Wescorp and the Corporation have entered into an
      agreement pursuant to which the Corporation has agreed to make the
      services of the Executive available to Wescorp (the "Executive Sharing
      Agreement");                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|C. | The Corporation desires to employ the Executive as the
      President Chief Executive Officer of the Corporation and, pursuant to the
      Executive Sharing Agreement, the President and Chief Executive Officer of
      Wescorp, and the Executive desires to be employed by the Corporation as
      the President and Chief Executive Officer of both the Corporation and
      Wescorp;
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|D. | The Executive has provided services to the Corporation
      and Wescorp from and including July 1st, 2004 (the "Effective
      Date");                                                                                                                                                                                                                                                       

---

2

NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises,
covenants and agreements hereinafter contained it is agreed by and between the
parties as follows:

ARTICLE 1 - EMPLOYMENT

|1.1 | The Executive will, during the Term or any renewals
      thereof, perform all of the Duties as the Corporation shall, from time to
      time, reasonably assign to the Executive.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 2 - TERM

|2.1 | Subject to the prior termination of this Agreement, the
      employment of the Executive by the Corporation shall be for a two (2) year
      period commencing on July 1st, 2004 and ending on June
      30th, 2006 (the Term).                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.2 | Subject to the prior termination of this Agreement as
      herein provided, upon the expiration of the Term this Agreement shall
      automatically be extended for a further two (2) year period unless either
      the Corporation or the Executive serves written notice on the other a
      minimum of ninety (90) days prior to the expiration of the Term that they
      do not wish to renew this Agreement for an additional two (2) year period.
      For greater certainty, it is understood that Term shall refer to the
      original term of this Agreement as defined in Article 2.1 herein and any
      renewal thereof.

ARTICLE 3 - DUTIES

|3.1 | The Executive shall, during the period of the Executives
      employment hereunder, perform all of the duties and responsibilities (the
      Duties) as the Corporation shall from time to time reasonably
      assign to the Executive and, without limiting the generality of the
      foregoing, the Duties shall include those duties set forth in Schedule A
      attached hereto. During the Term of this Agreement the Executive shall
      devote the whole of the Executives time and attention, during normal
      business hours, to the Duties and shall do all in the Executives power to
      promote, develop and extend the business of the Corporation and its
      subsidiaries and related corporations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2 | Notwithstanding the provisions of Article 3.1, it is
      acknowledged and agreed that the Executive shall be entitled to devote
      reasonable time and energy to businesses in which the Executive has an
      interest and to provide consulting services to others for up to fifteen
      percent (15%) of his time during normal business hours, and on such basis
      as may be agreed upon by the Executive and the Corporation from time to
      time.                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3 | The Executive shall truly and faithfully account for and
      deliver to the Corporation all money, securities and things of value
      belonging to the Corporation which the Executive may from time to time
      receive for, from or on account of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

3

ARTICLE 4 - REMUNERATION

|4.1 | The gross annual salary of the Executive shall be ONE
      HUNDRED TWENTY THOUSAND DOLLARS ($120,000.00) per annum (hereinafter the
      salary) or such other amount as shall from time to time be agreed
      upon in writing between the Corporation and the Executive. Such salary
      shall be paid monthly in arrears or in such other manner as may be
      mutually agreed. The salary paid to the Executive shall be subject to
      annual review by the Board of Directors of the Corporation commensurate
      with the Corporations year end (December 31st). The
      Corporation and the Executive acknowledge and agree that the Executive has
      provided services to and is entitled to be paid as and from the Effective
      Date, and accordingly the Corporation shall, upon execution of this
      Agreement, pay to the Executive the salary owing from the Effective Date
      to the date of this Agreement.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.2 | The Executive will also be entitled to participate in the
      Corporations standard group benefit plan, and disability insurance plan,
      both of which are more specifically described elsewhere in this Agreement.
      It is understood that all costs associated with such plans will be borne
      by the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.3 | The Executive will be reimbursed for reasonable business
      expenses, within such policy guidelines as may be established from time to
      time by the Corporation, provided that such business expenses are incurred
      in the ordinary course of performing the Duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.4 | The Corporation agrees to provide to the Executive an
      automobile mutually agreed upon by the Corporation and the Executive, and
      the Corporation further agrees to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 4.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 4.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | and the parties further agree that the provision of the
      motor vehicle to the Executive is required to enable the Executive to
      carry out the services which the Executive has agreed to undertake
      pursuant to this Agreement, and accordingly the benefit provided under
      this paragraph shall be a non-taxable benefit The Executive agrees to keep
      such log books relating to the use of the motor vehicle as the Corporation
      may require from time to time. In the event that it is determined that any
      portion of the benefit is taxable, then the Corporation agrees to pay the
      income tax levied in connection therewith.                                                                                                                                                                                                                                                                           

ARTICLE 5- BENEFITS AND HOLIDAYS

|5.1 | The Executive, as an employee of the Corporation, will be
      eligible to enroll and participate in any and all of the Corporations
      benefit plans, as may be determined by the Corporation from time to time,
      including:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

4

|    | 5.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | employment benefit plans or standard group benefit plans;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|    | 5.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | savings plans;                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|    | 5.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | group accident and sickness plan; and                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|    | 5.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | a disability plan.                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|    | It is understood that all costs related to all benefits
      described in this Article 5.1 for which the Executive is eligible shall be
      borne by the Corporation (except any disability policy, which shall be
      paid by the Executive), that the disability plan is portable, and that any
      policy which is portable may be directly acquired by the Executive after
      the termination or expiration of this Agreement.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|5.2 | The Corporation agrees that none of the benefits
      described in Article 5.1 for which the Executive is eligible shall be
      cancelled or amended in a manner adverse or potentially adverse to the
      Executive, without the Executives written consent.                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|5.3 | The Executive shall be entitled to every enhancement to
      the terms and benefits of any of the plans described in Article 5.1, or to
      participate in any new benefit plans which may be established by the
      Corporation subsequent to the date of this Agreement. Nothing herein
      obligates the Corporation to make any enhancements to its existing benefit
      plans, or to establish any new benefit plans, but once made or established
      (as the case may be), the enhanced terms and benefits or new benefit plans
      (as the case may be) shall not be cancelled or amended, without the
      Executives written consent. 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                          
|5.4 | The Executive shall be entitled to four (4) weeks paid
      holidays during each year of the Term. Holidays must be taken at times
      that are satisfactory to the Corporation, acting reasonably, and must be
      taken within two (2) years of the year to which the holiday relates and
      holidays not taken shall be deemed to have been taken and no other
      compensation shall be payable by the Corporation. For greater clarity, it
      is understood that for the purpose of determining the number of holidays
      for which the Executive is entitled, each year of the Term will commence
      on July 1st and end on June 30th.

ARTICLE 6- CONFIDENTIALITY

|6.1 | The Executive shall not, either during the continuance of
      the Executives employment hereunder or at any time after termination of
      the Executive as an employee of the Corporation, for any reason whatsoever
      (except in the proper course of carrying out the Duties, or otherwise
      required by law), divulge to any person whomsoever, and shall use the
      Executives best endeavors to prevent the publication or disclosure of:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 6.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

5

| |       | the Executives knowledge during or in the course of the
      Executives employment; or                                                                                                                                                                                                                                  
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                            
| | 6.1.2 | any trade secrets, know-how, inventions, technology,
      designs, methods, formula, processes, copyrights, trade marks, trade mark
      applications, patents, patent applications or any other proprietary
      information and/or data of the Corporation (herein collectively called
      Intellectual Property).

ARTICLE 7 - INVENTIONS AND PATENTS

|7.1 | If the Executive contributes to any invention (whether
      patentable, patented, or not), any Intellectual Property, or any
      improvement or modification to any invention or Intellectual Property,
      then the Executives contribution thereto and the invention, Intellectual
      Property or improvement thereof shall, without more, be the exclusive
      property of the Corporation. The Executive shall execute any and all
      agreements, assurances or assignments which the Corporation may require
      and the Executive shall fully cooperate with the employer in the filing
      and prosecution of any patent applications.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 8 - RESTRICTIVE COVENANT

|8.1 | The Executive will not at any time during the Term, or
      during any renewal thereof, and for a period of one (1) year following the
      expiration or termination of the Executives employment for whatever cause
      compete in Canada, directly or indirectly, with any of the businesses
      carried on by the Corporation as of the date of this Agreement, its
      subsidiaries or affiliates:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 8.1.1                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 8.1.2                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 8.1.3                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 8.1.4                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 8.1.5                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 8.1.6                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | without the prior express written consent of the
      Corporation, which may not be unreasonably withheld. Notwithstanding the
      foregoing, the ownership of securities of any issuer traded on any
      exchange or public market, representing not more than five percent (5%) of
      the issued and outstanding securities of such issuer, shall not constitute
      a breach of this Section 8.1.  

---

6

|8.2 | The Executive will not at any time during the Term, or
      during any renewal thereof, and for a period of one (1) year following the
      expiration or termination of the Executives employment for whatever
      cause, without the prior express written consent of the Corporation, which
      may not be unreasonably withheld, directly or indirectly, solicit for the
      purposes of employment or consultation, any employee of the Corporation,
      or any of its affiliates who performs functions associated with the
      management of the Corporation, provided, however, that the hiring or
      soliciting of such persons who have responded to general advertisements
      not specifically targeted at such person will not be considered a
      violation of this paragraph.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.3 | Notwithstanding the provisions of Article 8.4, the
      Executive acknowledges and agrees that the time frames for which the
      aforesaid covenant shall apply have been considered by the Executive, who
      has taken independent legal advice with respect thereto, and the restraint
      and restriction of and on the future activities of the Executive are
      reasonable in the circumstances.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.4 | The parties agree that if the time frames set out in this
      Article 8 are found to be unenforceable by a court of competent
      jurisdiction, the time frames will be amended to the time frames as
      established by a court of competent jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.5 | The Executive acknowledges that any breach of this
      Article 8 will cause irreparable harm to the Corporation, for which the
      Corporation cannot be compensated by damages. The Executive agrees that in
      the event of a breach of the covenant contained in this Article 8, the
      Corporation shall not be restricted to seeking damages only, but shall be
      entitled to injunctive and other equitable relief.                                                                                                                                                                                                                                                                                                                                                                         

ARTICLE 9 - TERMINATION OF EMPLOYMENT

|9.1 | The Corporation may terminate this Agreement at any time
      for cause without payment of any compensation either by way of anticipated
      earnings or damages of any kind whatsoever. The term for cause shall
      include, without limitation, any one or more of the following:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                            
|    | 9.1.1                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                            
|    | 9.1.2                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                            
|    | 9.1.3                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                            
|    | 9.1.4                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                            
|    | 9.1.5                                                                                                                                                                                                                                                                                      

---

7

|    | 9.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | failure to comply with reasonable instructions, orders
      and directions of the Board of Directors of the Corporation.                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|9.2 | In the event that the Executive becomes physically or
      mentally disabled and is unable to perform the Duties for a period of
      twelve (12) months, as confirmed by a doctors certificate, the Corporation
      shall be entitled to terminate this Agreement without further compensation
      upon sixty (60) days written notice to the Executive. In the case of the
      death of the Executive, all obligations of the Corporation under this
      Agreement shall cease immediately, provided that this provision shall not
      affect any right occurring to the Executive and/or his estate under the
      stock options issued to the Executive pursuant to Articles 11.5 or 11.6
      hereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|9.3 | In the event that the Executives employment with the
      Corporation is terminated without cause, or the Corporation serves notice
      to the Executive in accordance with Article 2.2 hereof that it does not
      wish to renew this Agreement, then                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|    | 9.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the Corporation agrees to pay to the Executive an amount
      equal to two times (2x) his highest annual base salary and bonus, if any,
      for the past three (3) years of his employment with the Corporation.                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|    | 9.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Corporation agrees to pay to the Executive an
      additional amount equal to two times (2x) his highest annual base salary
      for the past three (3) years of his employment with the Corporation, as
      compensation for the loss of opportunities to obtain additional stock
      options pursuant to Article 11.6 hereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|9.4 | Any payment to be made by the Corporation pursuant to the
      terms of Article 9.3 shall be paid in cash, in a lump sum, within twenty
      (20) business days of the giving of written notice by the Corporation to
      the Executive of such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|9.5 | All payments provided for herein shall be in lieu of all
      other notice or damage claims as in regards to the non-renewal of the
      Agreement by the Corporation with the Executive, and the Executive shall
      be barred from making any claim in that regard.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
|9.6 | The Executive may terminate this Agreement and the
      employment created herein by giving at least thirty (30) days prior
      written notice of such intention to the Corporation. After the expiry of
      such notice, all obligations, except for the obligations of the Executive
      under Articles 6, 7 and 8 hereof, which shall continue as provided in
      those Articles, of the Corporation and the Executive under this Agreement
      shall cease.                                                                                                                                                                                                                                              

ARTICLE 10 - OTHER AGREEMENTS IN RESPECT OF
TERMINATION

|10.1 | In the event of the termination of this Agreement for
      cause or otherwise howsoever the Executive shall resign as a director
      and/or officer of the Corporation or any subsidiary or related
      corporation.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                          
|10.2 | Notwithstanding any termination of this Agreement for any
      reason whatsoever, whether with or without cause, all of the provisions of
      Articles 6, 7 and 8 and any other provisions                            

---

8

of this Agreement necessary to give
efficacy and effect thereto shall continue in full force and effect following
the termination of this Agreement.

ARTICLE 11 - WESCORP

|11.1 | The Executive acknowledges that the Corporation is a
      subsidiary corporation of Wescorp and that, pursuant to the Executive
      Sharing Agreement, the Corporation has agreed that the Executive shall
      serve as the President and Chief Executive Officer of both the corporation
      and of Wescorp, and the Executive hereby agrees to serve as President and
      Chief Executive Officer of Wescorp.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.2 | The Executive and the Corporation agree that the
      Executive, when serving in the capacity of the President Chief Executive
      Officer of Wescorp, perform all of the Duties as Wescorp shall, from to
      time, reasonably assign to the Executive.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.3 | The provisions of Articles 3, 6, 7, 8, 9, 10 and 12
      hereof shall apply, mutadis mutandis, between the Executive and Wescorp.                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.4 | Wescorp represents to the Executive that Wescorp has
      agreed to grant to the Executive the right to acquire Common Shares of
      Wescorp.                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.5 | Wescorp covenants and agrees that it shall five (5) days
      following execution of this Agreement, deliver to the Executive a stock
      option agreement in the form attached hereto as Schedule "B", duly
      executed by Wescorp, which shall be completed as follows as to the
      contents of paragraph 1 thereof:                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 11.5.1                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 11.5.2                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 11.5.3                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 11.5.4                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.6 | Wescorp covenants and agrees that it shall, during the
      Term of this Agreement, deliver to the Executive, on the last day of each
      of March, June, September and December dated effective such date, a stock
      option agreement in the form attached hereto as Schedule "B", duly
      executed by Wescorp, which shall be completed as follows as to the
      contents of paragraph 1 thereof:         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 11.6.1                                                                                                                                                                                                                                                                                                                                                                                                                  

---

9

|     | 11.6.2                                                                                                                                                                                                                                                                                                                                                                   | Exercise Price- The Exercise Price shall be the
      Market Price of the Shares on the principal stock exchange on which the
      Shares are traded during the period of the last five (5) trading days
      during which the Shares traded immediately prior to the issue date of the
      option (and for such purposes the term "Market Price" will be an amount
      equal to the weighted average of the trading prices of the Shares on the
      exchange for each of the trading days for which there was a trade during
      the five (5) day period).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 11.6.3                                                                                                                                                                                                                                                                                                                                                                   | Vesting Date- The Vesting Date shall be the date
      of the issue of each such option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 11.6.4                                                                                                                                                                                                                                                                                                                                                                   | Expiry Date- The Expiry Date shall be a date
      which is four (4) years following the Vesting Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.7 | The parties acknowledge that the stock option agreement
      in the form attached hereto as Schedule "B" has not been delivered to the
      Executive for the last day of September or December, 2004, or March or
      June, 2005 or September 2005, and that the stock option agreements for
      such times shall be delivered on the last day of November, 2005.
|     |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.8 | Any stock option agreement which has been delivered, or
      is required by this Article 11 to have been delivered, shall remain in
      full force and effect notwithstanding the termination of this Agreement.                                                                                                                                                     

ARTICLE 12 - GENERAL

|12.1 | This Agreement and the Schedules attached hereto
      constitute the entire agreement between the parties hereto and cancels and
      supersedes all previous written, verbal or implied terms, conditions and
      representations relating to the Executives employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.2 | The failure of either party at any time to require strict
      performance by the other party of any provision hereof shall in no way
      affect the full right to require such performance at any time thereafter.
      Neither shall the waiver by either party of a breach of any provision
      hereof be taken or held to be a waiver of any succeeding breach of such
      provision or as a waiver of the provision itself.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.3 | Each article, paragraph, clause, sub-clause and provision
      of this Agreement shall be severable from each other and if for any reason
      any article, paragraph, clause, sub-clause or provision is invalid or
      unenforceable, such invalidity or unenforceability shall not prejudice or
      in any way affect the validity or enforceability of any other article,
      paragraph, clause, sub-clause or provision. This Agreement and each
      article, paragraph, clause, sub-clause and provision hereof shall be read
      and construed so as to give thereto the full effect thereof subject only
      to any contrary provision of the law to the extent that where this
      Agreement or any article, paragraph, clause, sub-clause or provision
      hereof would but for the provisions of this paragraph have been read and
      construed as being void or ineffective, it shall nevertheless be a valid
      agreement, article, paragraph, clause,

---

10

|     | sub-clause or provision as the case may be to the full
      extent to which it is not contrary to any provision of the law.                                                                            
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                         
|12.4 | The parties hereto submit to the exclusive jurisdiction
      of the Courts of the Province of Alberta in respect of any matter or thing
      arising out of this Agreement or pursuant thereto.       
|     |                                                                                                                                                                                                         
|12.5 | All notices to be given by either party hereto shall be
      delivered or sent by telegram, facsimile or cable to the following address
      or such other address as may be notified by either party:
|     |                                                                                                                                                                                                         
|     | 12.5.1                                                                                                                                                                                                  
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     | 12.5.2                                                                                                                                                                                                  
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|     | 12.5.3                                                                                                                                                                                                  
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         

---

11

|12.6 | This Agreement shall enure to the benefit of and be
      binding upon the parties hereto, their heirs, administrators, successors
      and legal representatives. This Agreement may be assigned by the
      Corporation but may not be assigned by the Executive.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                      
|     | IN WITNESS WHEREOFthe parties have duly executed
      this Agreement this 29thday of July 2005                                                                                                                                                                      

|        |  | FLOWSTAR TECHNOLOGIES INC.  
|------- |  | ----------------------------
|        |  |                             
|        |  | Per: (signed) Terry Mereniuk
|        |  |                             
|        |  |                             
|        |  | WESCORP ENERGY INC.         
|        |  |                             
|        |  | Per: (signed) Terry Mereniuk
|        |  |                             
|        |  |                             
|        |  | (signed) Douglas Biles      
|Witness |  | DOUGLAS BILES               

---

SCHEDULE A

DUTIES

|            |                                      
|----------- | -------------------------------------
|Job Title:  | President and Chief Executive Officer
|            |                                      
|Reports To: | Board of Directors                   
|            |                                      

RESPONSIBILITIES:

| | Directs overall business and organization policies;
      develops, recommends and implements through subordinates; approves annual
      and long term company policies and goals.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|  |                                                                                                                                                                                    
| | Directs company financial, organizational and operational
      planning activities and growth of the Company.                                                                     
|
|  |                                                                                                                                                                                    
| | Approves of budgetary and operational objectives.                                                                                                                                  
|  |                                                                                                                                                                                    
| | Monitors performance relative to established objectives
      and systematically monitors and evaluates operating results.                                                         
|
|  |                                                                                                                                                                                    
| | Presents operating and capital expenditure budgets to
      Board of Directors for approval.                                                                                       
|  |                                                                                                                                                                                    
| | Formulates the Companys strategic plans and submits them
      to the Board of Directors for approval.                                                                            
|
|  |                                                                                                                                                                                    
| | Directs executives in matters concerning the development,
      production, promotion and sales of the Companys products and services.                                            
|
|  |                                                                                                                                                                                    
| | Promotes positive Company relations with customers,
      suppliers and the general public.                                                                                        
|  |                                                                                                                                                                                    
| | Directs the establishment of fair and appropriate
      policies for human resource management.                                                                                    
|  |                                                                                                                                                                                    
| | Reports to Board of Directors.                                                                                                                                                     

---

SCHEDULE "B"

STOCK OPTION AGREEMENT

This Agreement effective as of the ___ day of ________,
2005

Between:

> WESCORP ENERGY INC., a body corporate incorporated
>             under the State of Delaware, USA
>             (the Corporation)

OF THE FIRST PART

- and-

> DOUGLAS BILES, an officer of the Corporation
>             
>             (the Optionee)

OF THE SECOND PART

WHEREAS the board of directors of the Corporation has approved
the granting to the Optionee of a stock option to purchase common shares in the
capital stock of the Corporation (the Common Shares).

NOW THEREFORE, the Corporation and the Optionee hereby agree as
follows:

1.          
  The Corporation hereby grants to the Optionee, subject to the terms and conditions
  set forth in this Agreement and the Plan, the right to purchase the following
  number of Common Shares at the following exercise price on or after the following
  vesting date(s) and prior to the close of business on the following expiry date:

# of Shares
    Exercise Price
    Vesting Date
    Expiry Date


2.          
On the close of business on the expiry date set forth in Section 1 above, the
stock option granted hereby shall expire and automatically terminate and be of
no further force and effect.

3.          
The Optionee hereby agrees that the terms and conditions set out herein shall
govern the stock option granted hereby.

4.          
All notices required or allowed to be given under this Agreement shall be made
either personally or by mailing the same by prepaid registered post to:

---

The Corporation:

Wescorp Energy Inc. 8709 - 50th
Avenue Edmonton, Alberta T6E 5H4

The Optionee:

203 Christie Park View SW Calgary,
Alberta T3H 2Z3

5.          
All Stock Options reflected in this Agreement shall be personal to the Optionee
and shall not be assignable or otherwise transferable except by will or the laws
of descent and distribution.

6.          
Time is of the essence of this Agreement.

7.          
This Agreement is subject to and shall be construed in accordance with the laws
of the Province of Alberta.

IN WITNESS WHEREOF, the Corporation and the Optionee have
executed this Agreement as of the date and year first above written.

|        |  | WESCORP ENERGY INC.
|------- |  | -------------------
|        |  |                    
|        |  |                    
|        |  | Per:               
|        |  |                    
|        |  |                    
|        |  |                    
|Witness |  | DOUGLAS BILES      

---