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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 Epitihia 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
  Epitihia 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 Epitihia 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 Epitihia Trust and of Bayshore as trustee of the
        Epitihia 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 Epitihia 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 Epitihia 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 Epitihia Trust
      By:
| |                                                                                            
| | /s/ Penny Ettinger                                                                         
| | Authorized signatory                                                                       
| |                                                                                            
| |                                                                                            
| | YEARWOOD & BOYCE
      By:                                                                 
| |                                                                                            
| | /s/ Partner                                                                                
| | Authorized Signatory                                                                       

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