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HYPOTHECATION

This Agreement made as of the 6th day of July, 2004.

AMONG

BAYSHORE BANK & TRUST (BARBADOS)
  CORPORATION, a corporation incorporated and existing under the laws of Barbados
  and having its registered offices at Lauriston House, Lower Collymore Rock Drive,
  Bridgetown, Barbados, as Trustee of the Abuelo Trust

("Bayshore")

AND

WESCORP ENERGY INC., a Delaware
  corporation, with an office at 8709 50 Avenue, Edmonton, Alberta, Canada

("Wescorp")

AND

YEARWOOD & BOYCE, Attorneys-At-Law,
  a partnership formed pursuant to the laws of Barbados, with an office at 14
  James Street, P.O. Box 48, Bridgetown, Barbados

("Escrow Agent")

WHEREAS:

A.              The
  Abuelo Trust was the registered and beneficial owner of 100 fully paid up shares
  in the capital of Vasjar Trading Ltd. (the "Vasjar Shares"), which shares represent
  50% of the issued and outstanding common shares in the capital of Vasjar Trading
  Ltd.;

B.              Pursuant
  to the Share Purchase Agreement dated January 14, 2004, as amended on June 16,
  2004 made between Bayshore and Wescorp (the "SPA"), Wescorp purchased the Vasjar
  Shares from the Abuelo Trust;

C.              Wescorp
  is the registered and beneficial owner of the Vasjar Shares; and

D.              Wescorp
  has agreed to pledge the Vasjar Shares as security to guarantee the performance
  of Wescorp under the SPA.

IN CONSIDERATION of the premises herein and for other valuable
  consideration (the receipt whereof is acknowledged by each of the parties),
  it is agreed by and between the parties as follows:

|1. | As security to guarantee the performance of Wescorp
        under the SPA, Wescorp hereby hypothecates and pledges to and in favour
        of Bayshore the Vasjar Shares as well as all bonds, debentures and other
        instruments whatsoever which may hereafter be pledged to Bayshore by or
        on behalf of Wescorp and any replacements thereof, substitutions therefor
        and proceeds thereof (collectively the "securities").
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|  
|2. | The Escrow Agent acknowledges receipt from Wescorp
        of the following documents to be held as security for the performance
        of Wescorp under the SPA:                                                                                                                                                                                                                                                                                  

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| | (a) | original share certificate no. 3 issued June 30, 2004, representing the
      Vasjar Shares;
| | --- | --------------------------------------------------------------------------------------------
|
| | (b) | duly executed instrument of transfer, in blank, with respect to the Vasjar
      Shares; and
|
| | (c) | an executed copy of the SPA;                                                                

|   | which documents, together with other documents
        from time to time delivered to the Escrow Agent by the parties pursuant
        to this Agreement, are hereinafter collectively referred to as the "Escrow
        Documents".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | The Escrow Agent agrees to hold the Escrow
        Documents in escrow and undelivered and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | whichever shall first occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|4. | Upon receipt of the statutory declaration
        referred to in subsection 3(b) of this Agreement, the Escrow Agent shall
        forthwith give notice in writing to Bayshore of such receipt and shall
        send with such notice a copy of the statutory declaration. Upon receipt
        of the statutory declaration referred to in subsection 3(c) of this Agreement,
        the Escrow Agent shall forthwith give notice in writing to Wescorp of
        such receipt and shall send with such notice a copy of the statutory declaration.                                                                                                                                                                                                                                       
|  
|5. | In the event that the Escrow Agent receives
        a written notice advising that litigation over entitlement to some or
        all of the Escrow Documents has been commenced, the Escrow Agent may deposit
        the Escrow Documents with the clerk of the Court in which the litigation
        is pending.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|6. | If Bayshore receives the Escrow Documents
        under the provisions of subsection 3(c) of this Agreement, subject to
        compliance with the terms and conditions of this Agreement, all the rights
        and obligations of the Abuelo Trust and of Bayshore as trustee of the
        Abuelo Trust and of Wescorp under the SPA shall be at an end and in particular,
        without limiting the foregoing, Bayshore shall have no right on behalf
        of the Abuelo Trust to recover from Wescorp any unissued shares of common
        stock of Wescorp or damages for breach of the SPA and Wescorp will have
        no right to recover any shares of its common stock that have then been
        issued to Bayshore as trustee of the Abuelo Trust pursuant to the SPA.

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|7.  | Upon performance by Wescorp of all its
        obligations under the SPA, the hypothecation and pledge hereunder will
        be discharged and released.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   
|8.  | Until the security hereby constituted
        becomes enforceable, Wescorp shall be entitled to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|9.  | If default is made by Wescorp in its performance
        of its obligations under the SPA, and Wescorp fails to cure such default
        within (30) days following its receipt of notice of such default, the
        security hereby constituted shall become enforceable, and Bayshore may
        sell by public or private sale or otherwise deal with the securities in
        such manner as reasonably commercial and may hold the proceeds in lieu
        of any securities realised and appropriate the same on account of such
        parts of the said indebtedness and liability as Bayshore thinks fit. All
        reasonable costs and expenses incurred by Bayshore in respect of the securities
        and the realisations hereof shall be added to the said indebtedness and
        liability and shall be a first charge upon the moneys received.
|   
|10. | Not less than 20 days before the disposition
        of the securities, Bayshore (including a receiver or receiver manager)
        must give notice of disposition to Wescorp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|11. | The notice of disposition referred to
        in section 5 must contain:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|12. | Bayshore shall not be bound to realise
        any of the securities or to allow any of the securities to be sold and
        shall not be responsible for any loss occasioned by any sale or failure
        to sell or enforce any of the securities; and Bayshore shall not be bound
        to protest any of the securities nor to perform any act to prevent prescription
        thereof nor to protect any of the securities from depreciating in value
        or becoming worthless; and Bayshore shall not be bound to examine lists
        of                                                                                                                                                                                                                                                                                                                   

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|    | drawn or redeemed bonds or notices relating to coupons or dividends nor
      to advise Wescorp of the expiry of rights or warrants in connection with
      any of the securities.                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|   
|13. | Bayshore shall not be bound to collect any interest,
        dividends, income or revenue payable in respect of any of the securities
        but after the security hereby constituted shall have become enforceable
        all such interest, dividends, income or revenue, if received by Wescorp,
        shall be forthwith be paid to Bayshore.                                                                                                                                                                                                                                                                   
|   
|14. | Bayshore may grant extensions, take and give up
        securities, accept compositions, grant releases and discharges and otherwise
        deal with the securities and all parties thereto as Bayshore thinks fit
        without affecting the said indebtedness and liability of Wescorp to Bayshore
        and without prejudice to the rights of Bayshore in respect of the securities.                                                                                                                                                                                                                          
|   
|15. | After the security hereby constituted shall have
        become enforceable, Bayshore may have any of the securities registered
        in its name or in the name of its nominee, and shall be entitled but not
        bound or required to vote in respect of the securities at any meeting
        at which the holder of the securities may at any time have; but Bayshore
        shall not be responsible for any loss occasioned by the exercise of any
        of such rights or by failure to exercise the same within the time limited
        for the exercise thereof.                                      
|   
|16. | After the security hereby constituted shall have
        become enforceable, Wescorp hereby irrevocably constitutes and appoints
        any officer of Bayshore the true and lawful attorney of Wescorp in the
        name and on behalf of Wescorp from time to time to endorse and transfer
        to Bayshore or to cause to be endorsed and transfer to Bayshore its nominee
        or any purchaser from Bayshore any of the securities which may require
        endorsement or transfer, in order that full title to the same may be vested
        in Bayshore or its nominee or any purchaser from Bayshore.
|   
|17. | The Escrow Agent will have no duties or obligations
        other than those specifically set forth in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|18. | The Escrow Agent will not be obliged to take any
        action hereunder which might, in the Escrow Agent's judgement, involve
        any expense or liability unless the Escrow Agent has been furnished with
        reasonable indemnity by Wescorp or Bayshore or both.                                                                                                                                                                                                                                                                                                                                            
|   
|19. | The Escrow Agent is not bound in any way by any
        other contract or agreement between the parties hereto whether or not
        the Escrow Agent has knowledge thereof or of its terms and conditions
        and the Escrow Agent's only duty, liability and responsibility will be
        to hold and deal with the Escrow Documents as herein directed.                                                                                                                                                                                                                                                        
|   
|20. | If the Escrow Agent wishes to resign, it will give
        30 days advance notice to Wescorp and Bayshore, and prior to the effective
        date of the resignation, Wescorp and Bayshore will appoint a new escrow
        agent.                                                                                                                                                                                                                                                                                                                                                                                     
|   
|21. | The Escrow Agent will be entitled to assume that
        any notice and evidence received by them pursuant to this Agreement from
        either of Wescorp or Bayshore has been duly executed by the party by whom
        it purports to have been signed and the Escrow Agent will not be obliged
        to enquire into the sufficiency or authority of any signatures appearing
        on such notice or evidence.                                                                                                                                                                                                
|   
|22. | Subject to section 21 below, Wescorp and Bayshore
        jointly and severally covenant and agree to indemnify the Escrow Agent
        and to hold them harmless against loss, liability or expense incurred
        without negligence or bad faith on the Escrow's Agent's part arising out
        of or in connection with the administration of their duties hereunder,
        including the costs and expenses of defending themselves against any claim
        or liability arising therefrom.                                                                                                                

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|23. | Wescorp agrees to pay the Escrow Agent reasonable fees plus disbursements
      and applicable taxes for its services as escrow agent hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   
|24. | Any demand, notice or other communication in connection with this agreement
      shall be in writing and shall be personally delivered to an officer or other
      responsible employee of the addressee, mailed by registered mail or sent
      by facsimile, charges prepaid, at or to the address, or facsimile number
      of the party set out in the SPA in respect of Wescorp and Bayshore and set
      out on page one of this Agreement in respect of the Escrow Agent or to such
      other address or addresses, or facsimile number or numbers as a party may
      from time to time designate to the other parties in such manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | Any communication which is personally delivered as aforesaid shall be
      deemed to have been validly and effectively given on the date of such delivery
      if such date is a business day (not a Saturday or Sunday or bank holiday)
      and such delivery was made during normal business hours of the recipient;
      otherwise, it shall be deemed to have been validly and effectively given
      on the business day next following such date of delivery. Any communication
      mailed as aforesaid shall be deemed to have been validly and effectively
      given on the fifth business day following the date of mailing provided that,
      in the event of an interruption in postal service before such fifth business
      day, such communication shall be given by one of the other means. Any communication
      which is transmitted by facsimile shall be deemed to have been validly and
      effectively given on the date of transmission if such date is a business
      day and such transmission was made during normal business hours of the recipient;
      otherwise, it shall be deemed to have been validly and effectively given
      on the business day next following such date of transmission.
|   
|25. | This Agreement shall enure to the benefit of and be binding on the parties
      and their respective successors and permitted assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|26. | This Agreement may be executed and delivered in any number of counterparts
      which, if read together, will constitute one and the same Agreement and
      either in the original or in electronically transmitted form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|27. | This Agreement or a counterpart thereof may be executed by a party hereto
      and transmitted by facsimile and if so executed and transmitted this Agreement
      will be for all purposes as effective and binding upon such party as if
      such party had delivered any originally executed document. A party transmitting
      an executed document by facsimile shall forthwith thereafter deliver the
      original of the executed document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|28. | This Agreement shall in all respects, including
        all matters of construction, validity and performance, be governed by
        and construed in accordance with the laws of Barbados.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In Witness whereof this Agreement has been executed under seal this 6th day
  of July, 2004.

| | WESCORP ENERGY INC. 
      By:                                                     
| | -----------------------------------------------------------------------------------
| |                                                                                    
| | /s/ Doug Biles                                                                     
| | Doug Biles, President and Authorized Signatory                                     
| |                                                                                    
| |                                                                                    
| | BAYSHORE BANK & TRUST (BARBADOS)CORPORATIONas Trustee of the Abuelo Trust
      By:
| |                                                                                    
| | /s/ Penny Ettinger                                                                 
| | Authorized signatory                                                               
| |                                                                                    
| |                                                                                    
| | YEARWOOD & BOYCE
      By:                                                         
| |                                                                                    
| | /s/ Partner                                                                        
| | Authorized Signatory                                                               

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