Filed by Automated Filing Services Inc. (604) 609-0244 - Wescorp Energy Inc. - Exhibit 10.1






EXHIBIT 10.1  

 AUDIT COMMITTEE CHARTER 

 This Audit Committee Charter (Charter) has been adopted
  by the Board of Directors (the Board) of Wescorp Energy Inc. ("Wescorp"). The
  Audit Committee of the Board (the Committee) shall review and reassess this
  Charter annually and recommend any proposed changes to the Board for approval.
   

 1. Role and Independence: Organization 


 The Committee assists the Board in fulfilling its responsibility
  for oversight of the quality and integrity of the accounting, auditing, internal
  control and financial reporting practices of Wescorp. It may also have such
  other duties as may from time to time be assigned to it by the Board. The membership
  of the Committee shall consist of at least three directors, who are each free
  of any relationship that, in the opinion of the Board, may interfere with such
  member's individual exercise of independent judgment. Each Committee member
  shall also meet the independence and financial literacy requirements for serving
  on audit committees, and at least one member shall have financial management
  expertise, all as set forth in the applicable rules of the Securities Exchange
  Commission. The Committee shall maintain free and open communication with the
  independent auditors and Company management. In discharging its oversight role,
  the Committee is empowered to investigate any matter relating to Wescorp's accounting,
  internal control or financial reporting practices brought to its attention,
  with full access to all Company books, records, facilities and personnel. The
  Committee may retain outside counsel, auditors or other advisors. 

 One member of the Committee shall be appointed as chair. The
  chair shall be responsible for leadership of the Committee, including scheduling
  and presiding over meetings, preparing agendas, and making regular reports to
  the Board. The chair will also maintain regular liaison with the CEO, CFO and
  the lead independent audit partner. 

 The Committee shall meet at least two times a year, or more
  frequently as the Committee considers necessary. At least once each year the
  Committee shall have separate private meetings with the independent auditors
  and management. 

 2. Responsibilities  

 Although the Committee may wish to consider other duties
  from time to time, the general recurring activities of the Committee in carrying
  out its oversight role are described below. The Committee shall be responsible
  for:   

	
    Recommending to the Board the independent auditors to
      be retained (or nominated for shareholder approval) to audit the financial
      statements of Wescorp. Such auditors are ultimately accountable to the Board
      and the Committee, as representatives of the shareholders. 

        

  
	
     Evaluating, together with the Board and management,
      the performance of the independent auditors and, where appropriate, replacing
      such auditors. 

        

  
	
     Obtaining annually from the independent auditors a formal
      written statement describing all relationships between the auditors and
      Wescorp, consistent with Independence Standards Board Standard Number1.
      The Committee shall actively engage in a dialogue with the independent auditors
      with respect to any relationships that may impact the objectivity and independence
      of the auditors and shall take, or recommend that the Board take, appropriate
      actions to oversee and satisfy itself as to the auditors' independence.
      

        

  
	
     Reviewing the audited financial statements and discussing
      them with management and the independent auditors. These discussions shall
      include the matters required to be discussed under Statement of Auditing
      Standards No. 61 and consideration of the quality of Wescorp’s accounting
      principles as applied in its financial reporting, including a review of
      particularly sensitive accounting estimates, reserves and accruals, judgmental
      areas, audit adjustments (whether or not recorded), and other such inquiries
      as the Committee or the independent auditors shall deem appropriate. Based
      on such 

  






   review, the Committee shall make its recommendation to the
    Board as to the inclusion of Wescorp’s audited statements in Wescorp’s
    Annual Report on Form 10K. 



	
     Issuing annually a report to be included in Wescorp’s
      proxy statement as required by the rules of the applicable Securities and
      Exchange Commissions. 

        

  
	
     Overseeing the relationship with the independent auditors,
      including discussing with the auditors the audit process, receiving and
      reviewing audit reports, and providing the auditors full access to the Committee
      (and the Board) to report on any and all appropriate matters. 

        

  
	
     Discussing with a representative of management and the
      independent auditors any issues arising from the independent auditor’s
      review of the quarterly financial statements prior to the filing of Wescorp’s
      Quarterly Report on Form 10Q. 

        

  
	
     Discussing with management and the independent auditors
      the quality and adequacy of and compliance with Wescorp’s internal
      controls. 

        

  
	
     Discussing with management and/or Wescorp’s general
      counsel any legal matters (including the status of pending litigation) that
      may have a material impact on Wescorp’s financial statements, and any
      material reports or inquiries from regulatory or governmental agencies.
    

  


 The Committee's job is one of oversight. Management is responsible
  for the preparation of Wescorp’s financial statements and the independent
  auditors are responsible for auditing those financial statements. The Committee
  and the Board recognize that management and the independent auditors have more
  resources and time, and more detailed knowledge and information regarding Wescorp’s
  accounting, auditing, internal control and financial reporting practices than
  the Committee does; accordingly the Committee's oversight role does not provide
  any expert or special assurance as to the financial statements and other financial
  information provided by Wescorp to its shareholders and others.