Filed by Automated Filing Services Inc. (604) 609-0244 - MegaWest Energy Corp. - Exhibit 10.29






Exhibit 10.29 

AGREEMENT OF PURCHASE AND SALE 


  
    
      THIS AGREEMENT made as of the 15 day of October, 2007.
      

    

  



BETWEEN: 


  
    
      ARMONT ENERGY INC., a body corporate, having offices
        in the Town of Somers, in Flathead County in the State of Montana, one
        of the United States of America (hereinafter referred to as "Armont")
      

      - and - 

      BS OIL COMPANY LTD., a body corporate, having offices
        in the City of Calgary, in the Province of Alberta (hereinafter referred
        to as "BS") 

      - and - 

      LONGSHOT OIL COMPANY, a body corporate, having offices
        in the Town of Somers, in Flathead County in the State of Montana, one
        of the United States of America (hereinafter referred to as "Longshot")
      

      (Armont, Longshot and BS hereinafter collectively referred
        to as "Vendor") 

      - and - 

      MEGAWEST ENERGY CORP., a body corporate, having offices
        in the City of Calgary, in the Province of Alberta (hereinafter referred
        to as "MegaWest") 

    

  



- and - 


  
    
      MEGAWEST ENERGY MONTANA CORP., a body corporate, having
        offices in the City of Calgary, in the Province of Alberta (hereinafter
        referred to as "MegaWest Montana") 

      (MegaWest and MegaWest Montana hereinafter collectively
        referred to as "Purchaser") 

    

  



          WHEREAS
Vendor wishes to sell and Purchaser wishes to purchase a portion of the interest
of Vendor in and to the Assets, subject to and in accordance with the terms and
conditions hereof; 

          NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
the mutual covenants and agreements hereinafter set forth, the Parties have
agreed as follows: 




- 2 - 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Definitions

	 	 	 
		
      In this Agreement, unless the context otherwise
      requires:

	 	 	 
		(a) 	
      "Assets" means the Petroleum and Natural Gas
      Rights and the Miscellaneous Interests;

	 	 	 
		(b) 	
      "Business Day" means a day other than a Saturday,
      a Sunday or a statutory holiday in Calgary, Alberta;

	 	 	 
		(c) 	
      "Certificate" means a written certification of a
      matter or matters of fact which, if required from a corporation, shall be
      made by an officer of the corporation, on behalf of the corporation and
      not in any personal capacity;

	 	 	 
		(d) 	
      "Closing" means the closing of the purchase and
      sale herein provided for;

	 	 	 
		(e) 	
      "Closing Place" means the offices of Purchaser, or
      such other place as may be agreed upon in writing by Vendor and
      Purchaser;

	 	 	 
		(f) 	
      "Closing Time" means the hour of 10:00 a.m. on
      October 23, 2007 or such other date as may be agreed upon in writing by
      the Sellers and the Purchaser;

	 	 	 
		(g) 	
      "Lands" means the lands set out in Schedule "A"
      under the heading "Lands";

	 	 	 
		(h) 	
      "Leased Substances" means all Petroleum
      Substances, rights to or in respect of which are granted, reserved or
      otherwise conferred by or under the Unit Agreements, or by or under the
      Title Documents (but only to the extent that the Title Documents pertain
      to the Lands);

	 	 	 
		(i) 	
      "Leases" means the leases set forth and described
      in Schedule "A" hereto;

	 	 	 
		(j) 	
      "Loma Area Farmout Agreement" means the formal
      agreement in the form attached as Schedule "C" hereto, to be executed and
      delivered by the Parties in accordance with section 2.8 hereof;

	 	 	 
		(k) 	
      "Miscellaneous Interests" means, subject to any
      and all limitations and exclusions provided for in this definition, all
      property, assets, interests and rights pertaining to the Petroleum and
      Natural Gas Rights, but only to the extent that such property, assets,
      interests and rights pertain to the Petroleum and Natural Gas
    Rights;

	 	 	 
		(l) 	
      "Operational Agreements" means, collectively, the
      Teton Area Operating and Farmout Agreement, the Loma Area Operating and
      Farmout Agreement and the Regional AMI Agreement;

	 	 	 
		(m) 	
      "Party" means a party to this
  Agreement;







- 3 - 

	 	(n) 	
      "Petroleum and Natural Gas Rights" means all
      rights to and in respect of the Leased Substances and the Title Documents
      (but only to the extent that the Title Documents pertain to the Lands),
      including without limitation the interests set out in Schedule "A" under
      the heading "Petroleum and Natural Gas Rights";

	 	 	 
	 	(o) 	
      "Petroleum Substances" means any of crude oil,
      crude bitumen and products derived therefrom, synthetic crude oil,
      petroleum, natural gas, natural gas liquids, and any and all other
      substances related to any of the foregoing, whether liquid, solid or
      gaseous, and whether hydrocarbons or not, including without limitation
      sulphur;

	 	 	 
	 	(p) 	
      "Privacy Law" means the Personal Information
      Protection and Electronic Documents Act (Canada), Personal
      Information Protection Act (Alberta), Freedom of Information and
      Protection of Privacy Act (Alberta), the Health Information Act
      (Alberta), equivalent legislation in other Provinces and Territories,
      all regulations thereunder, and all Commissioner orders issued pursuant
      thereto;

	 	 	 
	 	(q) 	
      "Purchase Price" means the sum of money, Shares
      and Warrants set out in section 2.6;

	 	 	 
	 	(r) 	
      "Regional AMI Agreement" means the formal
      agreement in the form attached as Schedule "D" hereto, to be executed and
      delivered by certain of the Parties in accordance with section 2.8
      hereof;

	 	 	 
	 	(s) 	
      “Share” means one share of common stock in the
      capital of MegaWest

	 	 	 
	 	(t) 	
      “Warrant” means one non-transferable common share
      purchase warrant entitling the holder thereof to purchase one Share (each
      a “Warrant Share”) at a price per Warrant Share of $2.50 for a period of
      18 months commencing on the date of Closing;

	 	 	 
	 	(u) 	
      "Specific Conveyances" means all conveyances,
      assignments, transfers, novations and other documents or instruments that
      are reasonably required or desirable to convey, assign and transfer the
      interest of Vendor in and to the Assets to MegaWest Montana and to see
      MegaWest Montana recognized in the place and stead of Vendor with respect
      to an undivided forty percent (40%) working interest in and to the
      Assets;

	 	 	 
	 	(v) 	
      "Take or Pay Obligations" means obligations to
      sell or deliver Petroleum Substances or any of them, rights to which are
      granted, reserved or otherwise conferred pursuant to the Title Documents,
      without being entitled in due course to receive and retain full payment
      for such Petroleum Substances;

	 	 	 
	 	(w) 	
      "Teton Area Farmout Agreement" means the formal
      agreement in the form attached as Schedule "B" hereto, to be executed and
      delivered by the Parties in accordance with section 2.8 hereof;

	 	 	 
	 	(x) 	
      "Third Party" means any individual or entity other
      than Vendor and Purchaser, including without limitation any partnership,
      corporation, trust, unincorporated organization, union, government and any
      department and agency thereof and any heir, executor, administrator or
      other legal representative of an individual;







- 4 - 

	 	(y) 	
      "this Agreement", "herein", "hereto", "hereof" and
      similar expressions mean and refer to this Agreement of Purchase and Sale;
      and

	 	 	 
	 	(z) 	
      "Title Documents" means, collectively, any and all
      certificates of title, leases, reservations, permits, licences,
      assignments, trust declarations, operating agreements, royalty agreements,
      gross overriding royalty agreements, participation agreements, farm-in
      agreements, sale and purchase agreements, pooling agreements and any other
      documents and agreements granting, reserving or otherwise conferring
      rights to (i) explore for, drill for, produce, take, use or market
      Petroleum Substances, (ii) share in the production of Petroleum
      Substances, (iii) share in the proceeds from, or measured or calculated by
      reference to the value or quantity of, Petroleum Substances which are
      produced, and (iv) rights to acquire any of the rights described in items
      (i) to (iii) of this definition; but only if the foregoing pertain in
      whole or in part to Petroleum Substances within, upon or under the Lands;
      including without limitation those, if any, set out in Schedule "A" under
      the heading "Title Document(s)".



1.2      Headings 

          The
expressions "Article", "section", "subsection", "clause", "subclause",
"paragraph" and "Schedule" followed by a number or letter or combination thereof
mean and refer to the specified article, section, subsection, clause, subclause,
paragraph and schedule of or to this Agreement. 

1.3      Interpretation Not
Affected by Headings 

          The
division of this Agreement into Articles, sections, subsections, clauses,
subclauses and paragraphs and the provision of headings for all or any thereof
are for convenience and reference only and shall not affect the construction or
interpretation of this Agreement. 

1.4      Included Words


          When
the context reasonably permits, words suggesting the singular shall be construed
as suggesting the plural and vice versa, and words suggesting gender or gender
neutrality shall be construed as suggesting the masculine, feminine and neutral
genders. 

1.5      Schedules 

          There
are appended to this Agreement the following schedules pertaining to the
following matters: 

	 	Schedule "A" 	- 	Lands 
	 	  	- 	Petroleum and Natural Gas Rights
    
	 	 	 	 
	 	Schedule "B" 	- 	Form of Teton Area Operating and
      Farmout Agreement 
	 	 	 	 
	 	Schedule "C" 	- 	Form of Loma Area Operating and
      Farmout Agreement 
	 	 	 	 
	 	Schedule "D" 	- 	Form of Regional AMI Agreement
  






- 5 - 

	 	Schedule "E" 	- 	Form of Regulation S Certificate
    
	 	 	 	 
	 	Schedule "F" 	- 	Form of Rule 506 Certificate
  
	 	 	 	 
	 	Schedule "G" 	- 	Form of Questionnaire
  


          Such
schedules are incorporated herein by reference as though contained in the body
hereof. Wherever any term or condition of such schedules conflicts or is at
variance with any term or condition in the body of this Agreement, such term or
condition in the body of this Agreement shall prevail. 

1.6      Damages 

          All
losses, costs, claims, damages, expenses and liabilities in respect of which a
Party has a claim pursuant to this Agreement include without limitation
reasonable legal fees and disbursements on a solicitor and client basis. 

ARTICLE 2
PURCHASE AND SALE AND CLOSING 

2.1      Purchase and Sale


          Vendor
hereby agrees to sell, assign, transfer, convey and set over to Purchaser, and
Purchaser hereby agrees to purchase from Vendor, an undivided forty percent
(40%) interest in and to the Assets subject to and in accordance with the terms
of this Agreement. 

2.2      Closing 

          Closing
shall take place at the Closing Place at the Closing Time if there has been
satisfaction or waiver of the conditions of Closing herein contained. Subject to
all other provisions of this Agreement, possession, risk and beneficial
ownership of an undivided forty percent (40%) interest in and to the Assets
shall pass from Vendor to MegaWest Montana at the Closing Time. 

2.3      Specific Conveyances


          Purchaser
shall prepare the Specific Conveyances at its cost and as required, none of
which shall confer or impose upon a Party any greater right or obligation than
contemplated in this Agreement. All Specific Conveyances that are prepared and
circulated to Vendor a reasonable time prior to the Closing Time shall be
executed and delivered by the Parties at Closing. Forthwith after Closing,
Purchaser shall at its cost record all Specific Conveyances that by their nature
may be recorded. 

2.4      Title Documents and
Miscellaneous Interests 

          Vendor
shall deliver to Purchaser at Closing the original copies of the Title Documents
and any other agreements and documents to which the Assets are subject and the
original copies of contracts, agreements, records, books, documents, licences,
reports and data comprising Miscellaneous Interests which are now in the
possession of Vendor or of which it gains possession prior to Closing.
Notwithstanding the foregoing, if and to the extent such Title 




- 6 - 

Documents, contracts, agreements, records, books, documents,
licences, reports and data also pertain to interests other than the Assets,
photocopies or other copies may be provided to Purchaser in lieu of original
copies. 

2.5      Form of Payment 

          All
cash payments to be made pursuant to this Agreement shall be in American funds.
All cash payments to be made at Closing shall be made by certified cheque or
bank draft. 

2.6      Purchase Price


          The
aggregate consideration to be paid by Purchaser to Vendor for an undivided forty
percent (40%) interest in and to the Assets shall be $300,000.00 USD,
certificates representing 500,000 Shares and certificates representing 250,000
Warrants. At Closing, Purchaser shall pay the Purchase Price to the various
parties comprising Vendor or to their respective designates, all as, and in the
proportions, directed by Vendor. In the event that Vendor fails to designate
such payees and proportions of the Purchase Price at least three (3) days prior
to Closing, the Purchasers shall satisfy their obligations under this section
2.6 by paying the Purchase Price to Longshot Oil Company, as agent for the
Vendors. 

2.7      Registration Rights


	 	(a) 	
      Subsequent to and in addition to any Registration
      Statement currently in existence or in progress, MegaWest shall use
      commercially reasonable efforts to file with the SEC as soon as is
      commercially reasonable after the latter of Closing and the current
      registration statement going effective and thereafter use commercially
      reasonable efforts to cause to be declared effective, a registration
      statement (the "Registration Statement") (on Form F-1, Form S-1, Form SB-2
      or such other form that it is eligible to use) in order to register not
      less than the total Shares and the Warrant Shares (together the
      “Registrable Securities”) for resale and distribution under the 1933
      Act.

	 	 	 	 
	 	(b) 	
      The Purchaser will use its commercially reasonable
      efforts to:

	 	 	 	 
	 		(i) 	
      cause the Registration Statement to become and remain
      effective for the period of eighteen (18) months from Closing and promptly
      provide to the holders of Registrable Securities (the "Sellers") copies of
      all filings and letters of comment from the SEC;

	 	 	 	 
	 		(ii) 	
      prepare and file with the SEC such amendments and
      supplements to such Registration Statement and the prospectus used in
      connection therewith as may be necessary to keep such Registration
      Statement effective and comply with the provisions of the 1933 Act with
      respect to the disposition of all of the Registrable Securities covered by
      such Registration Statement in accordance with Sellers intended method of
      disposition set forth in such Registration Statement for such
    period;

	 	 	 	 
	 		(iii) 	
      furnish to the Sellers, at Purchaser's expense, such
      number of copies of the Registration Statement and the prospectus included
      therein (including each preliminary prospectus) as the Sellers reasonably
      may request in







- 7 - 

	 		
      order to facilitate the public sale or their disposition
      of the securities covered by such Registration Statement;

	 	 	 
	 	(iv) 	
      to register or qualify the Registrable Securities covered
      by such Registration Statement under the securities or "blue sky" laws of
      such jurisdictions as reasonably requested by the Sellers, provided,
      however, that Purchaser shall not for any such purpose be required to
      qualify generally to transact business as a foreign corporation in any
      jurisdiction where it is not so qualified or to consent to general service
      of process in any such jurisdiction;

	 	 	 
	 	(v) 	
      immediately notify the Seller when a prospectus relating
      thereto is required to be delivered under the 1933 Act, of the happening
      of any event of which Purchaser has knowledge as a result of which the
      prospectus contained in such Registration Statement, as then in effect,
      includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing; and

	 	 	 
	 	(vi) 	
      provided same would not be in violation of the provision
      of Regulation FD under the Securities Exchange Act of 1934, make available
      for inspection by the Seller, and any attorney, accountant or other agent
      retained by the Seller, all publicly available, non-confidential financial
      and other records, pertinent corporate documents and properties of
      Purchaser, and cause the Purchaser’s officers, directors and employees to
      supply all publicly available, non-confidential information reasonably
      requested by the Seller, attorney, accountant or agent in connection with
      such Registration Statement.




	 	(c) 	
      In connection with each Registration Statement described
      in this section 2.7, the Seller shall furnish to the Purchaser in writing
      such information and representation letters with respect to itself and the
      proposed distribution by it as reasonably shall be necessary in order to
      assure compliance with federal and applicable state securities
  laws.

	 	 	 	 
	 	(d) 	
      In conjunction with the issuance of the Shares and
      Warrants the Selling Shareholder agrees to provide the
following:

	 	 	 	 
	 		(i) 	
      if the Selling Shareholder is not resident in the United
      States, a Certificate of Non-U.S. Shareholder (the “Regulation S
      Certificate”), a copy of which is set out in Schedule "E"
hereto;

	 	 	 	 
	 		(ii) 	
      if the Selling Shareholder is resident in the United
      States, a Certificate of U.S. Shareholder (the “Rule 506 Certificate”), a
      copy of which is set out in Schedule "F" hereto;
and





	 	(iii) 	a National Instrument 45-106
      Investor Questionnaire (the “Questionnaire”), a copy of which is set out
      in Schedule "G" hereto. 







- 8 - 

	2.8 	
      Operational Agreements

	 	 	 
		
      At Closing, the Parties shall execute and
  deliver:

	 	 	 
		(a) 	
      the Teton Area Operating and Farmout Agreement;

	 	 	 
		(b) 	
      the Loma Area Operating and Farmout Agreement;
  and

	 	 	 
		(c) 	
      the Regional AMI Agreement;



Notwithstanding anything to the contrary in this Agreement, the
execution and delivery of the Operational Agreements in no way affects any
representations, warranties, covenants or indemnities set out in this Agreement.


ARTICLE 3 
CONDITIONS OF CLOSING 

3.1      Purchaser's
Conditions 

          The
obligation of Purchaser to purchase Vendor's interest in and to the Assets is
subject to the following conditions precedent, which are inserted herein and
made part hereof for the exclusive benefit of Purchaser and may be waived by
Purchaser: 

	 	(a) 	
      the representations and warranties of Vendor herein
      contained shall be true in all material respects when made and as of the
      Closing Time, and a Certificate to that effect shall have been delivered
      by Vendor to Purchaser at Closing;

	 	 	 
	 	(b) 	
      all obligations of Vendor contained in this Agreement to
      be performed prior to or at Closing shall have been timely performed in
      all material respects, and a Certificate to that effect shall have been
      delivered by Vendor to Purchaser at Closing;

	 	 	 
	 	(c) 	
      from the date hereof to the Closing Time, the Assets
      shall have suffered no material, adverse damage or change, and a
      Certificate to that effect shall have been delivered by Vendor to
      Purchaser at Closing;

	 	 	 
	 	(d) 	
      prior to the Closing Time, any and all preferential,
      pre-emptive or first purchase rights of Third Parties that become
      operative by virtue of this Agreement or the transaction to be effected by
      it shall have been exercised or waived by the holders thereof or all time
      periods within which such rights may be exercised shall have
    expired;

	 	 	 
	 	(e) 	
      Vendor shall have delivered to Purchaser at or prior to
      Closing discharges of any security held by any Third Party encumbering
      Vendor's interest in and to the Assets or any part or portion thereof,
      which discharges are requested by Purchaser a reasonable time prior to
      Closing;

	 	 	 
	 	(f) 	
      prior to the Closing Time, Purchaser shall have satisfied
      itself (in its sole discretion) as to Vendor's title to the
  Assets;







- 9 - 

	 	(g) 	
      prior to the Closing Time, Purchaser shall have satisfied
      itself that there is no material environmental damage or contamination or
      other environmental problems pertaining to or caused by the Assets or
      operations thereon or related thereto; and

	 	 	 
	 	(h) 	
      prior to the Closing Time, Purchaser shall have satisfied
      itself that there exist no existing contractual arrangements for the (i)
      transportation, processing and sale of the Leased Substances or (ii)
      provision of transportation, processing or disposal capacity or service to
      any Third Party.



If any one or more of the foregoing conditions precedent has or
have not been satisfied, complied with, or waived by Purchaser, at or before the
Closing Time, Purchaser may in addition to any other remedies which it may have
available to it, rescind this Agreement by written notice to Vendor. If
Purchaser rescinds this Agreement, Purchaser and Vendor shall be released and
discharged from all obligations hereunder except as provided in sections 3.3 and
10.13. 

3.2      Vendor's
Conditions 

          The
obligation of Vendor to sell its interest in and to the Assets is subject to the
following conditions precedent, which are inserted herein and made part hereof
for the exclusive benefit of Vendor and may be waived by Vendor: 

	 	(a) 	
      the representations and warranties of Purchaser herein
      contained shall be true in all material respects when made and as of the
      Closing Time, and a Certificate to that effect shall have been delivered
      by Purchaser to Vendor at Closing;

	 	 	 
	 	(b) 	
      all obligations of Purchaser contained in this Agreement
      to be performed prior to or at Closing shall have been timely performed in
      all material respects, and a Certificate to that effect shall have been
      delivered by Purchaser to Vendor at Closing; and

	 	 	 
	 	(c) 	
      all amounts to be paid by Purchaser to Vendor at Closing
      shall have been paid to Vendor in the form stipulated in this
      Agreement.



If any one or more of the foregoing conditions precedent has or
have not been satisfied, complied with, or waived by Vendor, at or before the
Closing Time, Vendor may in addition to any other remedies which it may have
available to it, rescind this Agreement by written notice to Purchaser. If
Vendor rescinds this Agreement, Purchaser and Vendor shall be released and
discharged from all obligations hereunder except as provided in sections 3.3 and
10.13. 

3.3      Efforts to Fulfill
Conditions Precedent 

          Purchaser
and Vendor shall proceed diligently and in good faith and use best efforts to
satisfy and comply with and assist in the satisfaction and compliance with the
conditions precedent. If there is a condition precedent that is to be satisfied
or complied with prior to the Closing Time, and if, by the time the condition
precedent is to be satisfied or complied with, the Party for whose benefit the
condition precedent exists fails to notify the other Party whether or not the
condition precedent has been satisfied or complied with, the condition precedent
shall be conclusively deemed to have been satisfied or complied with. 




- 10 - 

ARTICLE 4 
REPRESENTATIONS AND WARRANTIES 

4.1      Representations and
Warranties of Vendor 

          Purchaser
acknowledges that it is purchasing Vendor's interest in and to the Assets on an
"as is, where is" basis, without representation and warranty and without
reliance on any information provided to or on behalf of Purchaser by Vendor or
any Third Party, except that Vendor makes the following representations and
warranties to Purchaser, no claim in respect of which shall be made or be
enforceable by Purchaser unless written notice of such claim, with reasonable
particulars, is given by Purchaser to Vendor within a period of two (2) years
from the Closing Time: 

	 	(a) 	
      each Party comprising Vendor is a corporation duly
      organized and validly existing under the laws of the jurisdiction of
      incorporation of such Party, is authorized to carry on business in the
      State in which the Lands are located, and now has good right, full power
      and absolute authority to sell, assign, transfer, convey and set over the
      interest of Vendor in and to the Assets according to the true intent and
      meaning of this Agreement;

	 	 	 
	 	(b) 	
      the execution, delivery and performance of this Agreement
      has been duly and validly authorized by any and all requisite corporate
      and directors' actions and will not result in any violation of, be in
      conflict with or constitute a default under any articles, charter, bylaw
      or other governing document to which any Party comprising Vendor is
      bound;

	 	 	 
	 	(c) 	
      the execution, delivery and performance of this Agreement
      will not result in any violation of, be in conflict with or constitute a
      default under any term or provision of any agreement or document to which
      any Party comprising Vendor is party or by which any Party comprising
      Vendor is bound, nor under any judgment, decree, order, statute,
      regulation, rule or license applicable to any Party comprising
    Vendor;

	 	 	 
	 	(d) 	
      this Agreement and any other agreements delivered in
      connection herewith constitute valid and binding obligations of each Party
      comprising Vendor enforceable against each Party comprising Vendor in
      accordance with their terms;

	 	 	 
	 	(e) 	
      no authorization or approval or other action by, and no
      notice to or filing with, any governmental authority or regulatory body
      exercising jurisdiction over the Assets is required for the due execution,
      delivery and performance of this Agreement by each Party comprising
      Vendor, other than authorizations, approvals or exemptions from
      requirement therefor, previously obtained and currently in
force;

	 	 	 
	 	(f) 	
      Vendor has not incurred any obligation or liability,
      contingent or otherwise, for brokers' or finders' fees in respect of this
      Agreement or the transaction to be effected by it for which Purchaser
      shall have any obligation or liability;

	 	 	 
	 	(g) 	
      each Party comprising Vendor is sophisticated in the
      evaluation, purchase, and ownership of securities for investment, and in
      making its decision to enter into this Agreement and to consummate the
      transactions contemplated herein, each







- 11 - 

	 		
      Party comprising Vendor (i) has relied or shall rely on
      its own independent investigation and evaluation of the Shares and
      Warrants and MegaWest, and (ii) has satisfied itself as to the investment
      in the Shares;

	 	 	 
	 	(h) 	
      Vendor has not alienated or encumbered the Assets or any
      part or portion thereof, Vendor has not committed and is not aware of
      there having been committed any act or omission whereby the interest of
      Vendor in and to the Assets or any part or portion thereof may be
      cancelled or determined, and the Assets are now free and clear of all
      liens, royalties, conversion rights and other claims of Third Parties,
      created by, through or under Vendor or of which Vendor has
    knowledge;

	 	 	 
	 	(i) 	
      none of the interest of Vendor in and to the Assets is
      subject to any preferential, pre-emptive or first purchase rights, created
      by, through or under Vendor or of which Vendor is aware, that become
      operative by virtue of this Agreement or the transaction to be effected by
      it;

	 	 	 
	 	(j) 	
      Vendor has not received notice from any Third Party
      claiming an interest in and to the Assets adverse to the interest of
      Vendor and Vendor has no reason to believe that any such claim may be
      made;

	 	 	 
	 	(k) 	
      Vendor has not failed to comply with, perform, observe or
      satisfy any term, condition, obligation or liability which has heretofore
      arisen under the provisions of any of the Title Documents or any other
      agreements and documents to which the Assets are subject;

	 	 	 
	 	(l) 	
      Vendor has not received notice of default and is not, to
      the knowledge, information and belief of Vendor, in any default under any
      obligation, agreement, document, order, writ, injunction or decree of any
      court or of any commission or administrative agency, which might result in
      impairment or loss of the interest of Vendor in and to the Assets or which
      might otherwise adversely affect the Assets;

	 	 	 
	 	(m) 	
      no suit, action or other proceeding before any court or
      governmental agency has been commenced against Vendor or, to the
      knowledge, information and belief of Vendor, has been threatened against
      Vendor or any Third Party, which might result in impairment or loss of the
      interest of Vendor in and to the Assets or which might otherwise adversely
      affect the Assets or any rights to, and rights to enter upon, use or
      occupy the surface of any lands which are or may be used to gain access to
      or otherwise use the Petroleum and Natural Gas Rights and the Tangibles,
      or either of them;

	 	 	 
	 	(n) 	
      all amounts due and payable to Third Parties prior to the
      date hereof and pertaining to the Assets have been fully paid, including
      without limitation (i) any and all ad valorem and property taxes, (ii) any
      and all production, severance and similar taxes, charges and assessments
      based upon or measured by the ownership or production of the Leased
      Substances or any of them or the receipt of proceeds therefor, and (iii)
      all amounts due and payable in connection with Permitted
      Encumbrances;







- 12 - 

	 	(o) 	
      in respect of the Assets, there are no financial
      commitments of Vendor which are due as of the date hereof or which may
      become due by virtue of matters occurring or arising prior to the date
      hereof;

	 	 	 	 
	 	(p) 	
      in respect of the Assets that are operated by Vendor, if
      any, Vendor holds all valid licenses, permits and similar rights and
      privileges that are required and necessary under applicable law to operate
      the Assets as presently operated;

	 	 	 	 
	 	(q) 	
      any and all operations of Vendor, and to the knowledge,
      information and belief of Vendor, any and all operations by Third Parties,
      on or in respect of the Assets, have been conducted in accordance with
      good oil and gas industry practices and in material compliance with all
      applicable laws, rules, regulations, orders and directions of governmental
      and other competent authorities;

	 	 	 	 
	 	(r) 	
      no obligations have accrued pursuant to the Title
      Documents that may be satisfied by the drilling of a well, the payment of
      compensatory royalty or the surrender of some or all of the interests
      granted, reserved or otherwise conferred pursuant to the Title Documents,
      other than obligations that have been satisfied (by means other than by
      the payment of compensatory royalties) or have been permanently
    waived;

	 	 	 	 
	 	(s) 	
      there are no active area of mutual interest provisions in
      any of the Title Documents or other agreements or documents to which the
      Assets are subject;

	 	 	 	 
	 	(t) 	
      Vendor is not aware of and has not received:

	 	 	 	 
	 		(i) 	
      any orders or directives which relate to environmental
      matters and which require any work, repairs, construction or capital
      expenditures with respect to the Assets, where such orders or directives
      have not been complied with in all material respects; or

	 	 	 	 
	 		(ii) 	
      any demand or notice issued with respect to the breach of
      any environmental, health or safety law applicable to the Assets,
      including without limitation, respecting the use, storage, treatment,
      transportation or disposition of environmental contaminants, which demand
      or notice remains outstanding on the date hereof;

	 	 	 	 
	 	(u) 	
      Vendor is not a party to and Vendor's interest in and to
      the Assets is not otherwise bound or affected by any (i) production sales
      contracts pertaining to the Leased Substances or any of them that cannot
      be terminated on notice of 31 days or less (without an early termination
      penalty or other cost), (ii) gas balancing or similar agreements
      pertaining to the Leased Substances or any of them, (iii) agreements for
      the transportation, processing or disposal of the Leased Substances or any
      of them or substances produced in connection with the Leased Substances or
      any of them, (iv) agreements for the contract operation by a Third Party
      of the Assets or any of them, and (v) agreements to provide
      transportation, processing or disposal capacity or service to any Third
      Party;

	 	 	 	 
	 	(v) 	
      there are no Take or Pay Obligations;
  and







- 13 - 

	 	(w) 	
      Vendor has made diligent inquiries and searches for
      material documents and information relating to the Assets and for all
      information reasonably required to make the representations and warranties
      contained in this Agreement not misleading in light of the
      circumstances.



4.2      Representations and
Warranties of Purchaser 

          Purchaser
makes the following representations and warranties to Vendor, no claim in
respect of which shall be made or be enforceable by Vendor unless written notice
of such claim, with reasonable particulars, is given by Vendor to Purchaser
within a period of two (2) years from the Closing Time: 

	 	(a) 	
      each Party comprising Purchaser is a corporation duly
      organized and validly existing under the laws of the jurisdiction of
      incorporation of such Party, is authorized to carry on business in the
      State in which the Lands are located, and now has good right, full power
      and absolute authority to purchase the interest of Vendor in and to the
      Assets according to the true intent and meaning of this
  Agreement;

	 	 	 
	 	(b) 	
      the execution, delivery and performance of this Agreement
      has been duly and validly authorized by any and all requisite corporate
      and directors' actions and will not result in any violation of, be in
      conflict with or constitute a default under any articles, charter, bylaw
      or other governing document to which any Party comprising Purchaser is
      bound;

	 	 	 
	 	(c) 	
      the execution, delivery and performance of this Agreement
      will not result in any violation of, be in conflict with or constitute a
      default under any term or provision of any agreement or document to which
      Purchaser is party or by which any Party comprising Purchaser is bound,
      nor under any judgment, decree, order, statute, regulation, rule or
      license applicable to any Party comprising Purchaser;

	 	 	 
	 	(d) 	
      this Agreement and any other agreements delivered in
      connection herewith constitute valid and binding obligations of each Party
      comprising Purchaser enforceable against each Party comprising Purchaser
      in accordance with their terms;

	 	 	 
	 	(e) 	
      no authorization or approval or other action by, and no
      notice to or filing with, any governmental authority or regulatory body
      exercising jurisdiction over the Assets is required for the due execution,
      delivery and performance of this Agreement by each Party comprising
      Purchaser, other than authorizations, approvals or exemptions from
      requirement therefor, previously obtained and currently in
force;

	 	 	 
	 	(f) 	
      Purchaser has not incurred any obligation or liability,
      contingent or otherwise, for brokers' or finders' fees in respect of this
      Agreement or the transaction to be effected by it for which Vendor shall
      have any obligation or liability; and

	 	 	 
	 	(g) 	
      there is and, unless otherwise agreed between the Parties
      prior to the issuance thereof, there shall at the time of the issuance of
      the Shares to the Sellers be issued and outstanding no more than one
      hundred eighty million (180,000,000) Shares of MegaWest, subject further
      to outstanding options, warrants, convertible preferred stock, or
      convertible debt, which, if fully exercised or







- 14 - 

converted would mean that there would be a total of
  not more than two hundred million (200,000,000) Shares of MegaWest outstanding.


ARTICLE 5
INDEMNITIES FOR REPRESENTATIONS AND
WARRANTIES 

5.1      Vendor's Indemnities
for Representations and Warranties 

          Vendor
shall be liable to Purchaser for and shall, in addition, indemnify Purchaser
from and against, all losses, costs, claims, damages, expenses and liabilities
suffered, sustained, paid or incurred by Purchaser which would not have been
suffered, sustained, paid or incurred had all of the representations and
warranties contained in section 4.1 been accurate and truthful, provided however
that nothing in this section 5.1 shall be construed so as to cause Vendor to be
liable to or indemnify Purchaser in connection with any representation or
warranty contained in section 4.1 if and to the extent that Purchaser did not
rely upon such representation or warranty. All such liabilities and indemnities
of Vendor pursuant to this section 5.1 shall be joint and several liabilities
and indemnities given by each of the Parties comprising Vendor. 

5.2      Purchaser's Indemnities
for Representations and Warranties 

          Purchaser
shall be liable to Vendor for and shall, in addition, indemnify Vendor from and
against, all losses, costs, claims, damages, expenses and liabilities suffered,
sustained, paid or incurred by Vendor which would not have been suffered,
sustained, paid or incurred had all of the representations and warranties
contained in section 4.2 been accurate and truthful, provided however that
nothing in this section 5.2 shall be construed so as to cause Purchaser to be
liable to or indemnify Vendor in connection with any representation or warranty
contained in section 4.2 if and to the extent that Vendor did not rely upon such
representation or warranty. All such liabilities and indemnities of Purchaser
pursuant to this section 5.2 shall be joint and several liabilities and
indemnities given by each of the Parties comprising Purchaser. 

5.3      Time Limitation


          No
claim under this Article 5 shall be made or be enforceable by a Party unless
written notice of such claim, with reasonable particulars, is given by such
Party to the Party against whom the claim is made within a period of two (2)
years from the Closing Time. 

ARTICLE 6 
PURCHASER'S INDEMNITIES 

6.1      General Indemnity


          Purchaser
shall, to the extent of the interest in and to the Assets acquired by Purchaser
pursuant to the terms of this Agreement, be liable to Vendor for and shall, in
addition, indemnify Vendor from and against, all losses, costs, claims, damages,
expenses and liabilities suffered, sustained, paid or incurred by Vendor which
arise out of any matter or thing occurring or arising from and after the Closing
Time and which relates to the Assets, provided however that Purchaser shall not
be liable to nor be required to indemnify Vendor in respect of any losses,
costs, claims, damages, expenses and liabilities suffered, sustained, paid or
incurred by Vendor which arise out of acts or omissions of Vendor. All such
liabilities and indemnities of Purchaser 




- 15 - 

pursuant to this section 6.1 shall be joint and several
liabilities and indemnities given by each of the Parties comprising Purchaser.


6.2      Abandonment and
Reclamation 

          Purchaser
shall, to the extent of the interest in and to the Assets acquired by Purchaser
pursuant to the terms of this Agreement, see to the timely performance of all
abandonment and reclamation obligations pertaining to the Assets which in the
absence of this Agreement would be the responsibility of Vendor. Purchaser shall
be liable to Vendor for and shall, in addition, indemnify Vendor from and
against, all losses, costs, claims, damages, expenses and liabilities suffered,
sustained, paid or incurred by Vendor should Purchaser fail to timely perform
such obligations. All such liabilities and indemnities of Purchaser pursuant to
this section 6.2 shall be joint and several liabilities and indemnities given by
each of the Parties comprising Purchaser. 

6.3      Environmental Matters


          Purchaser
shall, to the extent of the interest in and to the Assets acquired by Purchaser
pursuant to the terms of this Agreement, be liable to Vendor for and shall, in
addition, indemnify Vendor from and against, all losses, costs, claims, damages,
expenses and liabilities suffered, sustained, paid or incurred by Vendor which
pertain to environmental damage or contamination or other environmental problems
pertaining to or caused by the Assets or operations thereon or related thereto,
however and by whomsoever caused, and whether such environmental damage or
contamination or other environmental problems occur or arise in whole or in part
prior to, at or subsequent to the Closing Time. Purchaser shall not be entitled
to exercise and hereby waives any rights or remedies Purchaser may now or in the
future have against Vendor in respect of such environmental damage or
contamination or other environmental problems, whether such rights and remedies
are pursuant to the common law or statute or otherwise, including without
limitation, the right to name Vendor as a third party to any action commenced by
any Third Party against Purchaser. Without limiting the generality of the
foregoing, such environmental damage or contamination or other environmental
problems shall include (i) surface, underground, air, ground water or surface
water contamination, (ii) the abandonment or plugging of or failure to abandon
or plug any of the Wells, (iii) the restoration or reclamation of or failure to
restore or reclaim any part of the Assets, (iv) the breach of applicable
government rules and regulations in effect at any time, and (v) the removal of
or failure to remove foundations, structures or equipment. All such liabilities
and indemnities of Purchaser pursuant to this section 6.3 shall be joint and
several liabilities and indemnities given by each of the Parties comprising
Purchaser. 

6.4      Limitation 

          Notwithstanding
any other provision in this Agreement, Purchaser shall not be liable to nor be
required to indemnify Vendor in respect of any losses, costs, claims, damages,
expenses and liabilities suffered, sustained, paid or incurred by Vendor in
respect of which Vendor is liable to and has indemnified Purchaser pursuant to
section 5.1, and Vendor shall not be liable to nor be required to indemnify
Purchaser in respect of any losses, costs, claims, damages, expenses and
liabilities suffered, sustained, paid or incurred by Purchaser in respect of
which Purchaser is liable to and has indemnified Vendor pursuant to section 5.2,
in both cases disregarding the time limit set out in section 5.3. 




- 16 - 

ARTICLE 7 
OPERATING ADJUSTMENTS 

7.1      No Adjustments


          Notwithstanding
any other provision in this Agreement, there shall be no adjustments made
between the Parties in respect of benefits and obligations of any kind and
nature relating to the operation of the Assets conveyed pursuant to this
Agreement, including without limitation maintenance, development, operating and
capital costs, government incentives and administration fees, royalties and
other burdens, and proceeds from the sale of production, whether accruing,
payable or paid and received or receivable; provided, however, that Purchaser
shall be responsible to pay to Vendor all lease rentals paid by Vendor from and
after September 1, 2007until such time as Payout is achieved as set forth in the
respective applicable Operating and Farmin Agreements attached hereto as
Schedules “B” and “C”. 

ARTICLE 8 
MAINTENANCE OF ASSETS 

8.1      Maintenance of
Assets 

          Until
the Closing Time, Vendor shall, to the extent that the nature of its interest
permits, and subject to the Title Documents and any other agreements and
documents to which the Assets are subject: 

	 	(a) 	
      maintain the Assets in a proper and prudent manner in
      accordance with good oil and gas industry practices and in material
      compliance with all applicable laws, rules, regulations, orders and
      directions of governmental and other competent authorities;

	 	 	 
	 	(b) 	
      pay or cause to be paid all costs and expenses relating
      to the Assets which become due from the date hereof to the Closing Time;
      and

	 	 	 
	 	(c) 	
      perform and comply with all covenants and conditions
      contained in the Title Documents and any other agreements and documents to
      which the Assets are subject.



8.2      Consent of
Purchaser 

          Notwithstanding
section 8.1, Vendor shall not, without the written consent of Purchaser, which
consent shall not be unreasonably withheld by Purchaser and which, if provided,
shall be provided in a timely manner: 

	 	(a) 	
      make any commitment or propose, initiate or authorize any
      capital expenditure with respect to the Assets of which Vendor's share is
      in excess of $10,000.00, except in case of an emergency or in respect of
      amounts which Vendor may be committed to expend or be deemed to authorize
      for expenditure without its consent;

	 	 	 
	 	(b) 	
      surrender or abandon any of the
Assets;







- 17 - 

	 	(c) 	
      amend or terminate any Title Document or any other
      agreement or document to which the Assets are subject, or enter into any
      new agreement or commitment relating to the Assets; or

	 	 	 
	 	(d) 	
      sell, encumber or otherwise dispose of any of the Assets
      or any part or portion thereof excepting sales of the Leased Substances or
      any of them in the normal course of business.



ARTICLE 9
PRE-CLOSING INFORMATION 

9.1      Production of
Documents 

          At
all reasonable times from the date hereof until the Closing Time, Vendor shall
make available to Purchaser and Purchaser's Counsel in Vendor's offices the
following information pertaining to the Assets to which Vendor has possession or
to which it has access: 

	 	(a) 	
      all title opinions and reports;

	 	 	 
	 	(b) 	
      all of the Title Documents and any other agreements and
      documents to which the Assets are subject including without limitation (i)
      production sales contracts pertaining to the Leased Substances or any of
      them, (ii) gas balancing or similar agreements pertaining to the Leased
      Substances or any of them, (iii) agreements for the transportation,
      processing or disposal of the Leased Substances or any of them or
      substances produced in connection with the Leased Substances or any of
      them, (iv) agreements for the contract operation by a Third Party of the
      Assets or any of them, and (v) agreements to provide transportation,
      processing or disposal capacity or service to any Third Party;

	 	 	 
	 	(c) 	
      mortgages, deeds of trust, security agreements, chattel
      mortgages and other encumbrances affecting the Assets;

	 	 	 
	 	(d) 	
      evidence with respect to the payment of all bonuses,
      rentals, royalties and other payments due under the Title Documents and
      any other agreements and documents to which the Assets are
  subject;

	 	 	 
	 	(e) 	
      evidence with respect to the payment of all taxes,
      charges and assessments pertaining to the Assets;

	 	 	 
	 	(f) 	
      lease records, data sheets, production records, ownership
      maps and surveys;

	 	 	 
	 	(g) 	
      permits, easements, licenses and orders;

	 	 	 
	 	(h) 	
      all documents and information relevant to environmental
      damage or contamination or other environmental problems pertaining to the
      Assets; and

	 	 	 
	 	(i) 	
      accounting records, policies of insurance, consulting
      agreements, field contracts and other agreements relating to the operation
      of the Assets.







- 18 - 

ARTICLE 10 
GENERAL 

10.1    Further Assurances 

          Each
Party will, from time to time and at all times after Closing, without further
consideration, do such further acts and deliver all such further assurances,
deeds and documents as shall be reasonably required in order to fully perform
and carry out the terms of this Agreement. Until Purchaser becomes recognized as
the owner of the interest acquired from Vendor in and to the Assets pursuant to
the terms of this Agreement, into the Title Documents and any other agreements
and documents to which the Assets are subject, Vendor shall act as Purchaser's
agent (including without limitation to serve operation notices and
authorizations for expenditure) as Purchaser reasonably and lawfully directs.
Purchaser shall, to the extent of the interest in and to the Assets acquired by
Purchaser pursuant to the terms of this Agreement, be liable to Vendor and
shall, in addition, to the extent of the interest in and to the Assets acquired
by Purchaser pursuant to the terms of this Agreement, indemnify Vendor from and
against, all losses, costs, claims, damages, expenses and liabilities suffered,
sustained, paid or incurred by Vendor arising in connection with all acts or
omissions of Vendor in its capacity as agent of Purchaser to the extent such
acts and omissions were expressly or impliedly authorized by Purchaser. 

10.2    No Merger 

          The
covenants, representations, warranties and indemnities contained in this
Agreement shall be deemed to be restated in any and all assignments,
conveyances, transfers and other documents conveying the interests of Vendor in
and to the Assets to Purchaser, subject to any and all time and other
limitations contained in this Agreement. There shall not be any merger of any
covenant, representation, warranty or indemnity in such assignments,
conveyances, transfers and other documents notwithstanding any rule of law,
equity or statute to the contrary and such rules are hereby waived. 

10.3    Entire Agreement 

          The
provisions contained in any and all documents and agreements collateral hereto
shall at all times be read subject to the provisions of this Agreement and, in
the event of conflict, the provisions of this Agreement shall prevail. No
amendments shall be made to this Agreement unless in writing, executed by the
Parties. This Agreement supersedes all other agreements, documents, writings and
verbal understandings among the Parties relating to the subject matter hereof
and expresses the entire agreement of the Parties with respect to the subject
matter hereof. 

10.4    Subrogation 

          The
assignment and conveyance to be effected by this Agreement is made with full
right of substitution and subrogation of Purchaser in and to all covenants,
representations, warranties and indemnities previously given or made by others
in respect of the Assets or any part or portion thereof. 




- 19 - 

10.5    Governing Law 

          This
Agreement shall, in all respects, be subject to, interpreted, construed and
enforced in accordance with and under the laws of the Province of Alberta and
applicable laws of Canada and shall, in all respects, be treated as a contract
made in the Province of Alberta. The Parties irrevocably attorn and submit to
the exclusive jurisdiction of the courts of the Province of Alberta and courts
of appeal therefrom in respect of all matters arising out of or in connection
with this Agreement. 

10.6    Enurement 

          This
Agreement may not be assigned by a Party without the prior written consent of
the other Party, which consent may be unreasonably and arbitrarily withheld.
This Agreement shall be binding upon and shall enure to the benefit of the
Parties and their respective administrators, trustees, receivers, successors and
permitted assigns. 

10.7    Time of Essence 

          Time
shall be of the essence in this Agreement. 

10.8    Notices 

          The
addresses for service and the fax numbers of the Parties shall be as follows:


	 	Vendor - 	Armont Energy Inc. 
	 	  	BS Oil Company Ltd. 
	 	  	Longshot Oil Company 
	 	  	c/o 
	 	 	Armont Energy Inc.
    
	 	  	P.O. Box 397 
	 	 	Somers, MT, USA
  
	 	  	59932 
	 	  	  
	 	  	Attention: Land Department
    
	 	  	Fax: (406) 756-8126 
	 	  	  
	 	Purchaser - 	Megawest Energy Corp. 
	 	  	Megawest Energy Montana Corp.
  
	 	  	c/o 
	 	  	Megawest Energy Corp. 
	 	  	800, 926 - 5th Ave. SW 
	 	  	Calgary, AB, Canada 
	 	  	T2P 0N7 
	 	  	  
	 	  	Attention: Land Department
    
	 	  	Fax: (403) 984-6343



All notices, communications and statements required, permitted
or contemplated hereunder shall be in writing, and shall be delivered as
follows: 




- 20 - 

	 	(a) 	
      by personal service on a Party at the address of such
      Party set out above, in which case the item so served shall be deemed to
      have been received by that Party when personally served;

	 	 	 
	 	(b) 	
      by facsimile transmission to a Party to the fax number of
      such Party set out above, in which case the item so transmitted shall be
      deemed to have been received by that Party when transmitted; or

	 	 	 
	 	(c) 	
      except in the event of an actual or threatened postal
      strike or other labour disruption that may affect mail service, by mailing
      first class registered post, postage prepaid, to a Party at the address of
      such Party set out above, in which case the item so mailed shall be deemed
      to have been received by that Party on the third Business Day following
      the date of mailing (the date of mailing being the Business Day
      immediately prior to the postmarked date of the envelope containing the
      notice, communication or statement or if the subject envelope has been
      lost or destroyed, the date of such notice, communication or statement or
      if undated the date of the transmittal letter accompanying the
    same).



A Party may from time to time change its address for service or
its fax number or both by giving written notice of such change to the other
Party. 

10.9    Invalidity of Provisions 

          In
case any of the provisions of this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality or enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. 

10.10 Waiver 

          No
failure on the part of any Party in exercising any right or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or remedy preclude any other or further exercise thereof or the
exercise of any right or remedy in law or in equity or by statute or otherwise
conferred. No waiver of any provision of this Agreement, including without
limitation, this section, shall be effective otherwise than by an instrument in
writing dated subsequent to the date hereof, executed by a duly authorized
representative of the Party making such waiver. 

10.11 Amendment 

          This
Agreement shall not be varied in its terms or amended by oral agreement or by
representations or otherwise other than by an instrument in writing dated
subsequent to the date hereof, executed by a duly authorized representative of
each Party. 

10.12 Agreement not Severable 

          This
Agreement extends to the whole of the Assets and is not severable without
Purchaser's express written consent or as otherwise herein provided. 




- 21 - 

10.13 Confidentiality and Public Announcements 

          Until
Closing has occurred, each Party shall keep confidential all information
obtained from the other Party in connection with the Assets and shall not
release any information concerning this Agreement and the transactions herein
provided for, without the prior written consent of the other Party, which
consent shall not be unreasonably withheld. Nothing contained herein shall
prevent a Party at any time from furnishing information (i) to any governmental
agency or regulatory authority or to the public if required by applicable law,
provided that the Parties shall advise each other in advance of any public
statement which they propose to make, (ii) in connection with obtaining consents
or complying with preferential, preemptive or first purchase rights contained in
Title Documents and any other agreements and documents to which the Assets are
subject, or (iii) to procure the consent of Vendor's lenders. 

10.14 Privacy Laws 

          All
disclosures of "personal information" pursuant to this Agreement shall only be
carried out in compliance with applicable Privacy Laws. The Parties agree that
the transaction proposed by this Agreement constitutes a "business transaction"
within the meaning of Privacy Laws. Each Party agrees only to request from the
other Party and each Party agrees only to provide to the other Party, "personal
information" which is necessary: (a) for the Parties to determine whether to
proceed with the transaction contemplated by this Agreement; and (b) if the
Closing is to occur, for the Parties to carry out and complete the Closing. The
Parties agree that the collection, use and disclosure of "personal information"
is restricted to the purposes that relate to the transaction contemplated by
this Agreement. 

          If
Closing occurs, Purchaser hereby undertakes to use and disclose the "personal
information" about Third Parties that is obtained from Vendor only for those
purposes for which the information was initially collected from or in respect of
such Third Parties. The Parties acknowledge and agree that the "personal
information" which is provided by Vendor to Purchaser shall be: (a) information
that relates solely to the Assets; and (b) information that relates solely to
carrying out the objects for which the Closing occurs. 

          If
Closing does not occur, Purchaser shall destroy or turn over (at the option of
Vendor) to Vendor all of the "personal information" obtained in contemplation of
Closing and still in the custody of (or under the control of) Purchaser. 

10.15 Securities Act Disclosure 

          Vendor
covenants and agrees to provide Purchaser, its personnel and advisors
(including, without limitation, any auditors, accountants, legal, engineering
and environmental advisors engaged by Purchaser) such information and to make
available such of Vendor's personnel as may be reasonably required by Purchaser
to satisfy the disclosure obligations of Purchaser relating to the Assets and
now or hereafter arising under any national instrument or local securities
commission rule. 

10.16 Infrastructure 

          Following
the Closing Time, where Purchaser determines that it is in the best interests of
the Parties to construct and install transmission pipelines, up-grader plants,
or other such infrastructure, it shall deliver to Vendor a plan for development
and AFE in respect of such infrastructure project. Vendor shall have the option
to participate in the ownership and costs of 




- 22 - 

such infrastructure project. Should Vendor determine not to
participate in such project, Purchaser may assess a reasonable fee against the
revenue generated by the Vendor's working interest in the lands serviced by such
infrastructure project. 

10.17 Limitation on Damages 

          For
  the breach or non-performance by any Party of any representation, warranty,
  covenant, or agreement contained in this Agreement, the liability of the obligor
  shall be limited to direct actual damages only, except to the extent that the
  obligee is entitled to specific performance or injunctive relief. AS BETWEEN
  THE PARTIES, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO
  PARTY SHALL BE LIABLE TO ANY OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION
  OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED
  IN THIS AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY,
  OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN
  TORT, IN CONTRACT, UNDER ANY INDEMNITY PROVISION, ARISING BY OPERATION OF LAW
  (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT
  TO CLAIMS BY THIRD PERSONS, A PARTY MAY RECOVER FROM THE OTHER PARTY ALL COSTS,
  EXPENSES, OR DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, CONSEQUENTIAL,
  INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER
  BUSINESS INTERRUPTION DAMAGES IN ADDITION TO ACTUAL DIRECT DAMAGES PAID OR OWED
  TO ANY SUCH THIRD PERSON IN SETTLEMENT OR SATISFACTION OF CLAIMS AS TO WHICH
  THE RELEVANT PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

10.18 Counterpart Execution 

          This
Agreement may be executed in counterpart, no one copy of which need be executed
by Vendor and Purchaser. A valid and binding contract shall arise if and when
counterpart execution pages are executed and delivered by Vendor and Purchaser.


          IN
WITNESS WHEREOF the Parties have executed this Agreement as of the day and year
first above written. 

	ARMONT ENERGY INC. 	 	BS OIL COMPANY LTD. 
	 	 	 	 	 
	Per: 	/s/ signed
    	 	Per: 	/s/ Geoffrey
      Say 
	 	 	 	 	 
	Per: 		 	Per: 	
	 	 	 	 	 
	LONGSHOT OIL COMPANY. 	 	MEGAWEST ENERGY CORP. 
	 	 	 	 	 
	Per: 	/s/ signed
    	 	Per: 	/s/ George
      Stapleton, II 
	 	 	 	 	 
	Per: 		 	Per: 	







- 23 - 

	MEGAWEST ENERGY MONTANA CORP. 	 	 	 
	 	 	 	 	 
	Per: 	/s/ George
      Stapleton, II 	 	 	 
	 	 	 	 	 
	Per: 	  	 	 	 







THE FOLLOWING 5 PAGES COMPRISE SCHEDULE "A" ATTACHED TO AND FORMING
  PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY OF OCTOBER,
  2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL COMPANY,
  MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 



Loma Area 


	Lease Date

	Lease/Acreage 
	Land
      Description 
	Assigned
      
Interest 
	January 14, 2007
      














	Lippard Clawitter 
Foundation 
76%
      Mineral Interest 
(6,575.03 gross acres) 
(4,977.5 net acres)
      










	Twp 26N
      Rge 10E 
Section 13, 23–26, all 
Section 22
      E2, SE4; Section 34 NE4; 
Section 35 Lots 1 & 2, N2, N2SW4, SE4
      
Twp 26N Rge 11E
      
Section 7 Lots 3 & 4, W2E2SW4, 
W2E2E2SW4, SE4SE4; 
Section
      17 N2, SW4, W2SE4, SE4SE4; 
Section 18 Lots 2, 3 & 4, E2W2, E2;
      
Section 19 Lots 1, 2 & 6, E2NW4, NE4; 
Section 20 Lots 1, 2
      & 6, NE4, N2NW4, 
SE4NW4, NE4SE4; 
Section 30 Lots 2, 6, 7, 8, 9
      & 13; 
Section 31 Lots 1 & 6 
Twp
      25N Rge 10E 
Section 1 Lots 3
      & 4; Section 2 Lots 1 & 2 	40%
      















	October 11, 2006 






	Gary Lippard 
20% Mineral Interest
      
(6,575.03 gross acres) 
(1,341.02 net acres) 



	Twp 26N
      Rge 10E 
Sections 13, 23, 26, all; Section 22
      E2, SE4 
Twp 26N Rge
      11E 
Section 17 N2, SW4, W2SE4, SE4SE4; 
Section 18 Lots
      2, 3 & 4, E2W2, E2; 
Section 19 Lots 1, 2 & 6, E2NW4, NE4;
      
Section 20 Lots 1, 2 & 6, NE4, N2NW4, 
SE4NW4, NE4SE4 	40%
    







	March 6, 2007 	State of Montana 
(640 acres) 	Twp 26N
      Rge 10E 
Section 36, all 	40%









- 2 - 

Teton Area 


	Lease Date

	Lease/Acreage 
	Land
      Description 
	Assigned
      
Interest 
	September 16, 2007
      















	Triangle N Farms, Inc. 
(6,200 acres)
      














	Twp 24N
      Rge 6E 
Section 1 NE4SE4, S2SE4; 
Section
      12 NE4, N2SE4 
Twp 24N Rge
      7E 
Section 4 Lots 2, 3 & 4, SW4NW4, N2SW4, 
SE4SW4;
      
Section 5 Lots 1, 2, 3 & 4, S2N2, S2; 
Section 6 Lots 7 &
      8, E2SE4, SE4; 
Section 7 Lots 1, 2, 3 & 4, E2W2, E2; 
Section 8
      N2; Section 9 NW4, E2NE4, S2; 
Section 10 NW4, W2NE4, S2; 
Section
      14 S2SW4; Section 15 SW4, S2SE4; 
Section 17, all; Section 18 NE4,
      E2E2NW4; 
Section 20 N2; Section 21 E2, NE4NW4; 
Section 22 W2, NE4,
      W2SE4; 
Section 23 W2NE4, NW4, E2SW4, N2SE4; 
Section 31 S2SW4,
      NW4SW4, SW4SE4 	40%
      
















	September 22, 2005 





	Mark N. Squires 
Revocable Living Trust
      
(880 acres) 



	Twp 24N
      Rge 7E 
Section 11 SW4SW4, W2SE4, SE4SE4,
      
SW4NE4; 
Section 13 W2NW4, NW4SW4; 
Section 14 NW4NW4, NE4NE4,
      S2NE4, 
N2S2; 
Section 15 NE4, N2SE4 	40%
  






	September 22, 2005 




	Helen Van Horn 
(2160 acres)
    



	Twp 24N
      Rge 7E 
Section 15 NW4; Section 20 E2SE4;
      
Section 21 SW4, S2NW4, NW4NW4; 
Section 28 N2; Section 29 NE4NE4;
      
Section 30 NE4; Section 31 W2, SE4; 
Section 32 NE4; Section 33 NW4
    	40% 





	September 23, 2005 
	Damon Molinario 
(160 acres) 	Twp 24N
      Rge 7E 
Section 19 SW4 	40% 

	September 23, 2005 







	James Olson 
(1720 acres)
      






	Twp 23N
      Rge 6E 
Section 1 NE4, NE4NW4, N2SE4, NE4SW4
      
Twp 23N Rge 7E
      
Section 5 N2; Section 6 NE4, N2NE4, E2SE4; 
Section 7 E2NE4,
      NE4SE4; 
Section 8 N2NW4, NE4SW4 
Twp 24N
      Rge 7E 
Section 10 S2; Section 28 N2NE4;
      
Section 31 W2SW4, SE4SW4, SW4SE4 	40%
      















- 3 - 


	Lease Date

	Lease/Acreage 
	Land
      Description 
	Assigned
      
Interest 
	September 24, 2005 



	Terry Jewell 
(1320 acres) 


	Twp 24N
      Rge 7E 
Section 8 S2; Section 20 SW4, W2SE4;
      
Section 29 NW4, W2NE4, SE4NE4, N2SW4, 
N2SE4; 
Section 32 S2 	40% 




	October 12, 2005










	Gary Argenbright & 
Argenbright Farms
      
(2120 acres) 







	Twp 23N
      Rge 6E 
Section 1 W2W2, S2SE4, SE4SW4;
      
Section 2 NE4, E2SE4, S2SW4, NW4SW4, 
W2NW4 Sec 2 
Twp
      24N Rge 6E 
Section 26 W2;
      Section 33 E2; 
Section 34 N2 
Twp 24N
      Rge 7E 
Section 22 E2SE4; Section 23 W2NW4;
      
Section 27 N2NW4; Section 29 S2S2; 
Section 31 NE4; Section 32 NW4
    	40%
      










	October 12, 2005 
	Larry Emmett 
(600 acres) 	Twp 24N
      Rge 6E 
Section 22 S2, NE4, E2NW4, SW4NW4 	40% 

	October 13, 2005 
	Hardway Ranch 
(320 acres) 	Twp 24N
      Rge 6E 
Section 34 S2 	40% 

	October 13, 2005 

	William A & Mary 
Ellen Vischer 
(480
      acres) 	Twp 24N
      Rge 6E 
Section 27 W2; Section 28 N2SE4, S2NE4
      
	40% 


	October 14, 2005
      











	Martin & Toni 
Molinario 
(2275.04
      acres) 









	Twp 24N
      Rge 6E 
Section 12 S2SE4; Section 13 NE4,
      E2SE4; 
Section 23 W2; 
Section 24 E2; Section 25 S2, NE4, E2NW4;
      
Section 27 E2 
Twp 24N Rge
      7E 
Section 13 SE4, S2NE4, S2SW4, NE4SW4; 
Section 14
      S2SE4; 
Section 18 S2, W2E2NW4, W2NW4; 
Section 19 E2NW4, NE4, SE4;
      
Section 23 E2NE4; 
Section 24 N2, N2S2, S2SE4; 
Section 30 S2,
      NW4 	40%
      












	November 1, 2005 
	Triple E Incorporated 
(640 acres) 	Twp 24N
      Rge 6E 
Section 23 E2; Section 24 W2 	40% 

	November 2, 2005 


	Robert Jacobson for 
Mountain View Land
      & 
Grain 
(480 acres) 	Twp 24N
      Rge 6E 
Section 35 S2, S2N2 

	40%











- 4 - 


	Lease Date

	Lease/Acreage 
	Land
      Description 
	Assigned
      
Interest 
	November 12, 2005 



	Castor Farm 
50% Mineral Interest 
(1160
      gross acres) 
(580 net acres) 
	Twp 24N
      Rge 6E 
Section 21, all; Section 22 NW4NW4;
      
Section 25 W2NW4; Section 26 NE4, 
N2SE4; 
Section 28 N2N2 	40% 




	November 15, 2005 



	Marilyn Porter Trust 
50% Mineral Interest
      
(1160 gross acres) 
(580 net acres) 
	Twp 24N
      Rge 6E 
Section 21, all; Section 22 NW4NW4;
      
Section 25 W2NW4; Section 26 NE4, 
N2SE4; 
Section 28 N2N2 	40% 




	December 6, 2005 

	State of Montana 
OG–36274–05 
(640
      acres) 	Twp 24N
      Rge 6E 
Section 36, all 
	40% 


	December 6, 2005 

	State of Montana 
OG–36275–05 
(480
      acres) 	Twp 24N
      Rge 7E 
Section 33 NE4, S2 
	40% 


	April 1, 2006 
	Maxine Rupp 
(240 acres) 	Twp 24N
      Rge 6E 
Section 26 S2SE; Section 35 N2N2 	40% 

	June 6, 2006 

	State of Montana 
OG–36812–06 
(320.18
      acres) 	Twp 23N
      Rge 6E 
Section 2 Lots 3&4, S2NW4, N2SW4,
      
W2SE4 	40% 


	June 6, 2006 

	State of Montana 
OG–36813–06 
(160
      acres) 	Twp 23N
      Rge 6E 
Section 3 SW4SE4, N2SW4, SE4SW4

	40% 


	March 6, 2007 

	State of Montana 
OG–37368–07 
(650.04
      acres) 	Twp 24N
      Rge 8E 
Section 6 Lots 1–7; SE4NW4, S2NE4,
      SE4, 
E2SW4 	40% 


	March 6, 2007 

	State of Montana 
OG–37369–07 
(320
      acres) 	Twp 24N
      Rge 8E 
Section 7 E2 
	40% 


	March 6, 2007 

	State of Montana 
OG–37370–07 
(40 acres)
    	Twp 24N
      Rge 8E 
Section 8 SE4SE4 
	40% 


	March 6, 2007 

	State of Montana 
OG–37372–07 
(640
      acres) 	Twp 24N
      Rge 8E 
Section 16, all 
	40% 


	March 6, 2007 






	State of Montana 
OG–37373–07 
(45 acres)
      




	Twp 24N
      Rge 8E 
Section 17 NE4NE4 and the bed of the
      
Teton River from low–water mark to low– 
water mark, all abandoned
      channels within 
the original GLO meandered survey, all 
islands
      vertically emerging from between 
the low–water marks after November 8,
      
1889 and their accretions 	40%
    














- 5 - 


	Lease Date

	Lease/Acreage 
	Land
      Description 
	Assigned
      
Interest 
	April 18, 2007
    










	Kalanick Ranch, 
Incorporated 
(2,720
      acres) 








	Twp 24N
      Rge 7E 
Section 1 SW4, S2SE4, W2NW4;
      
Section 2 SE4; Section 11 N2NE4; 
Section 12 N2N2, S2SE4, NE4SE4,
      SE4SW4; 
Section 13 N2NE4, E2NW4 
Twp 24N
      Rge 7E 
Section 7 SW4; 
Section 17 S2, NW4,
      S2NE4, NE4SE4, 
SE4SW4; 
Section 18 N2, N2S2, S2SE4, SE4SW4;
      
Section 20 N2, SE4 
	40%
      


















THE FOLLOWING 55 PAGES COMPRISE SCHEDULE "B" ATTACHED TO AND
  FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY OF OCTOBER,
  2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL COMPANY,
  MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 






 THE FOLLOWING 51 PAGES COMPRISE SCHEDULE "C" ATTACHED TO AND
  FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY OF OCTOBER,
  2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL COMPANY,
  MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 






 THE FOLLOWING 48 PAGES COMPRISE SCHEDULE "D" ATTACHED TO AND
  FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY OF OCTOBER,
  2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL COMPANY,
  MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 






THE FOLLOWING 5 PAGES COMPRISE SCHEDULE "E" ATTACHED TO AND FORMING
  PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY OF OCTOBER,
  2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL COMPANY,
  MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 



CERTIFICATE OF NON-U.S. SHAREHOLDER 

In connection with the issuance of common stock (the “Pubco
Shares”) of MEGAWEST ENERGY CORP., a British Columbia corporation (“Pubco”), to
the undersigned, pursuant to that certain Agreement of Purchase and Sale dated
October *, 2007 (the “Agreement”), among Pubco, MegaWest Energy Montana Corp.,
Armont Energy Inc., BS Oil Company Ltd. and Longsghot Oil Company (each, a
“Selling Shareholder”), the undersigned Selling Shareholder hereby agrees,
acknowledges, represents and warrants that: 

          1.      the
undersigned is not a “U.S. Person” as such term is defined by Rule 902 of
Regulation S under the United States Securities Act of 1933, as amended (“U.S.
Securities Act”) (the definition of which includes, but is not limited to, an
individual resident in the U.S. and an estate or trust of which any executor or
administrator or trust, respectively is a U.S. Person and any partnership or
corporation organized or incorporated under the laws of the U.S.); 

          2.      none
of the Pubco Shares have been or will be registered under the U.S. Securities
Act, or under any state securities or “blue sky” laws of any state of the United
States, and may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons, as that term is defined in Regulation S, except in
accordance with the provisions of Regulation S or pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in compliance with any applicable state and foreign
securities laws; 

          3.      the
Selling Shareholder understands and agrees that offers and sales of any of the
Pubco Shares prior to the expiration of a period of one year after the date of
original issuance of the Pubco Shares (the one year period hereinafter referred
to as the “Distribution Compliance Period”) shall only be made in compliance
with the safe harbor provisions set forth in Regulation S, pursuant to the
registration provisions of the U.S. Securities Act or an exemption therefrom,
and that all offers and sales after the Distribution Compliance Period shall be
made only in compliance with the registration provisions of the U.S. Securities
Act or an exemption therefrom and in each case only in accordance with
applicable state and foreign securities laws; 

          4.      the
Selling Shareholder understands and agrees not to engage in any hedging
transactions involving any of the Pubco Shares unless such transactions are in
compliance with the provisions of the U.S. Securities Act and in each case only
in accordance with applicable state and provincial securities laws; 

          5.      the
Selling Shareholder is acquiring the Pubco Shares for investment only and not
with a view to resale or distribution and, in particular, it has no intention to
distribute either directly or indirectly any of the Pubco Shares in the United
States or to U.S. Persons; 

          6.      the
Selling Shareholder has not acquired the Pubco Shares as a result of, and will
not itself engage in, any directed selling efforts (as defined in Regulation S
under the U.S. 




- 2 - 

Securities Act) in the United States in respect of the Pubco
Shares which would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for the resale of any of the Pubco Shares; provided, however,
that the Selling Shareholder may sell or otherwise dispose of the Pubco Shares
pursuant to registration thereof under the U.S. Securities Act and any
applicable state and provincial securities laws or under an exemption from such
registration requirements; 

          7.      the
statutory and regulatory basis for the exemption claimed for the sale of the
Pubco Shares, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act or any applicable state and provincial
securities laws; 

          8.     
Pubco has not undertaken, and will have no obligation (expect as provided for
pursuant to the agreement to which this Schedule is made a part of), to register
any of the Pubco Shares under the U.S. Securities Act; 

          9.      Pubco
is entitled to rely on the acknowledgements, agreements, representations and
warranties and the statements and answers of the Selling Shareholder contained
in the Agreement and this Certificate, and the Selling Shareholder will hold
harmless Pubco from any loss or damage either one may suffer as a result of any
such acknowledgements, agreements, representations and/or warranties made by the
Selling Shareholder not being true and correct; 

          10.      the
undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Pubco Shares and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions; 

          11.      the
undersigned and the undersigned’s advisor(s) have had a reasonable opportunity
to ask questions of and receive answers from Pubco in connection with the
acquisition of the Pubco Shares under the Agreement, and to obtain additional
information, to the extent possessed or obtainable by Pubco without unreasonable
effort or expense; 

          12.      the
books and records of Pubco were available upon reasonable notice for inspection,
subject to certain confidentiality restrictions, by the undersigned during
reasonable business hours at its principal place of business and that all
documents, records and books in connection with the acquisition of the Pubco
Shares under the Agreement have been made available for inspection by the
undersigned, the undersigned’s attorney and/or advisor(s); 

          13.      the
undersigned: 

	 	(a) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Pubco Shares;

	 	 	 
	 	(b) 	
      the undersigned is acquiring the Pubco Shares pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the undersigned is
      permitted to acquire the Pubco Shares under the applicable securities laws
      of the securities regulators in the International Jurisdiction without the
      need to rely on any exemptions;







- 3 - 

	 	(c) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require Pubco to make any filings or
      seek any approvals of any kind whatsoever from any securities regulator of
      any kind whatsoever in the International Jurisdiction in connection with
      the issue and sale or resale of the Pubco Shares; and

	 	 	 	 
	 	(d) 	
      the acquisition of the Pubco Shares by the undersigned
      does not trigger:

	 	 	 	 
	 		(i) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 
	 		(ii) 	
      any continuous disclosure reporting obligation of Pubco
      in the International Jurisdiction; and



the undersigned will, if requested by
Pubco, deliver to Pubco a certificate or opinion of local counsel from the
International Jurisdiction which will confirm the matters referred to in
Sections 13(c) and 13(d) above to the satisfaction of Pubco, acting reasonably;


          14.     
the undersigned (i) is able to fend for itself in connection with the
acquisition of the Pubco Shares; (ii) has such knowledge and experience in
business matters as to be capable of evaluating the merits and risks of its
prospective investment in the Pubco Shares; and (iii) has the ability to bear
the economic risks of its prospective investment and can afford the complete
loss of such investment; 

          15.      the
undersigned is not aware of any advertisement of any of the Pubco Shares and is
not acquiring the Pubco Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising; 

          16.      no
person has made to the undersigned any written or oral representations: 

	 	(a) 	
      that any person will resell or repurchase any of the
      Pubco Shares;

	 	 	 
	 	(b) 	
      that any person will refund the purchase price of any of
      the Pubco Shares;

	 	 	 
	 	(c) 	
      as to the future price or value of any of the Pubco
      Shares; or

	 	 	 
	 	(d) 	
      that any of the Pubco Shares will be listed and posted
      for trading on any stock exchange or automated dealer quotation system or
      that application has been made to list and post any of the Pubco Shares on
      any stock exchange or automated dealer quotation system, except that
      currently certain market makers make market in the common shares of Pubco
      on the OTC Bulletin Board;



          17.     
none of the Pubco Shares are listed on any stock exchange or automated dealer
quotation system and no representation has been made to the undersigned that any
of the Pubco Shares will become listed on any stock exchange or automated dealer
quotation system, 




- 4 - 

except that currently certain market makers make market in the
common shares of Pubco on the OTC Bulletin Board; 

          18.      the
undersigned is outside the United States when receiving and executing this
Agreement and is acquiring the Pubco Shares as principal for their own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Pubco Shares;

          19.      neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Pubco Shares; 

          20.      the
Pubco Shares are not being acquired, directly or indirectly, for the account or
benefit of a U.S. Person or a person in the United States; 

          21.      the
undersigned acknowledges and agrees that Pubco shall refuse to register any
transfer of Pubco Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or
pursuant to an available exemption from registration under the U.S. Securities
Act; 

          22.      the
undersigned understands and agrees that the Pubco Shares will bear the following
legend: 


  
    
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
        IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
        HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
        OF 1933, AS AMENDED (THE “1933 ACT”). 

      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
        UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
        REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
        UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
        WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
        THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
        ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
        BY REGULATION S UNDER THE 1933 ACT.” 

    

  






- 5 - 

          23.      the
address of the undersigned included herein is the sole address of the
undersigned as of the date of this certificate. 

IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder. 

		           Date:_______________________________,
      2007 
	 	 
	Signature 	  
	 	 
	Print Name 	  
	 	 
	Title (if applicable) 	  
	 	 
	Address 	  
	 	 






THIS AND THE FOLLOWING 5 PAGES COMPRISE SCHEDULE "F" ATTACHED
  TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY
  OF OCTOBER, 2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL
  COMPANY, MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 



CERTIFICATE OF U.S. SHAREHOLDER 

In connection with the issuance of common stock (the “Pubco
Shares”) of MEGAWEST ENERGY CORP., a British Columbia corporation (“Pubco”), to
the undersigned, pursuant to that certain Agreement of Purchase and Sale dated
October *, 2007 (the “Agreement”), among Pubco, MegaWest Energy Montana Corp.,
Armont Energy Inc., BS Oil Company Ltd. and Longshot Oil Company (each, a
“Selling Shareholder”), the undersigned Selling Shareholder hereby agrees,
acknowledges, represents and warrants that: 

          1.     
the undersigned satisfies one or more of the categories of "Accredited
Investors", as defined by Regulation D promulgated under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), as indicated
below: (Please initial in the space provide those categories, if any, of an
"Accredited Investor" which the undersigned satisfies.) 

	 	______	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	 	 	  	
       

	 	______	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000. 

	 	 	  	
       

	 	______	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	 	  	
       

	 	______	Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the Securities Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or








- 2 - 

	 			
      instrumentality of a state or a political subdivision
      thereof, for the benefit of its employees; an employee benefit plan within
      the meaning of the Employee Retirement Income Security Act of 1974
      (United States) whose investment decisions are made by a plan fiduciary,
      as defined in Section 3(21) of such Act, which is either a bank, savings
      and loan association, insurance company or registered investment adviser,
      or if the employee benefit plan has total assets in excess of $5,000,000,
      or, if a self-directed plan, whose investment decisions are made solely by
      persons that are accredited investors. 

	 	 	  	
       

	 	______	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 

	 	 	  	
       

	 	______	Category 6 	
      A director or executive officer of the Company.


	 	 	  	
       

	 	______	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	 	 	  	
       

	 	______	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




Note that for any of the Selling
Shareholders claiming to satisfy one of the above categories of Accredited
Investor may be required to supply the Company with a balance sheet, prior
years' federal income tax returns or other appropriate documentation to verify
and substantiate the Subscriber's status as an Accredited Investor. 

If the Selling Shareholder is an entity
which initialled Category 8 in reliance upon the Accredited Investor categories
above, state the name, address, total personal income from all sources for the
previous calendar year, and the net worth (exclusive of home, home furnishings
and personal automobiles) for each equity owner of the said entity:

______________________________________________________________________


          2.      none
of the Pubco Shares have been or will be registered under the U.S. Securities
Act, or under any state securities or “blue sky” laws of any state of the United
States, and may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons, as that term is defined in Regulation S, except in
accordance with the provisions of Regulation S or pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in compliance with any applicable state and foreign
securities laws; 

          3.      the
Selling Shareholder understands and agrees that offers and sales of any of the
Pubco Shares shall be made only in compliance with the registration provisions
of the U.S. Securities Act or an exemption therefrom and in each case only in
accordance with applicable state and foreign securities laws; 




          4.      the
Selling Shareholder understands and agrees not to engage in any hedging
transactions involving any of the Pubco Shares unless such transactions are in
compliance with the provisions of the U.S. Securities Act and in each case only
in accordance with applicable state and provincial securities laws; 

          5.      the
Selling Shareholder is acquiring the Pubco Shares for investment only and not
with a view to resale or distribution and, in particular, it has no intention to
distribute either directly or indirectly any of the Pubco Shares in the United
States or to U.S. Persons; 

          6.      Pubco
has not undertaken, and will have no obligation (expect as provided for pursuant
to the agreement to which this Schedule is made a part of), to register any of
the Pubco Shares under the U.S. Securities Act; 

          7.      Pubco
is entitled to rely on the acknowledgements, agreements, representations and
warranties and the statements and answers of the Selling Shareholder contained
in the Agreement and this Certificate, and the Selling Shareholder will hold
harmless Pubco from any loss or damage either one may suffer as a result of any
such acknowledgements, agreements, representations and/or warranties made by the
Selling Shareholder not being true and correct; 

          8.      the
undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Pubco Shares and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions; 

          9.      the
undersigned and the undersigned’s advisor(s) have had a reasonable opportunity
to ask questions of and receive answers from Pubco in connection with the
acquisition of the Pubco Shares under the Agreement, and to obtain additional
information, to the extent possessed or obtainable by Pubco without unreasonable
effort or expense; 

          10.     
the books and records of Pubco were available upon reasonable notice for
inspection, subject to certain confidentiality restrictions, by the undersigned
during reasonable business hours at its principal place of business and that all
documents, records and books in connection with the acquisition of the Pubco
Shares under the Agreement have been made available for inspection by the
undersigned, the undersigned’s attorney and/or advisor(s); 

          11.      the
undersigned: 

	 	(a) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Pubco Shares;

	 	 	 
	 	(b) 	
      the undersigned is acquiring the Pubco Shares pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the undersigned is
      permitted to acquire the Pubco Shares under the applicable securities laws
      of the securities regulators in the International Jurisdiction without the
      need to rely on any exemptions;

	 	 	 
	 	(c) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require Pubco to make any filings or
      seek any







- 4 - 

	 		
      approvals of any kind whatsoever from any securities
      regulator of any kind whatsoever in the International Jurisdiction in
      connection with the issue and sale or resale of the Pubco Shares;
    and

	 	 	 	 
	 	(d) 	
      the acquisition of the Pubco Shares by the undersigned
      does not trigger:

	 	 	 	 
	 		(i) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 
	 		(ii) 	
      any continuous disclosure reporting obligation of Pubco
      in the International Jurisdiction; and



the undersigned will, if requested by Pubco, deliver to Pubco a
certificate or opinion of local counsel from the International Jurisdiction
which will confirm the matters referred to in Sections 11(c) and 11(d) above to
the satisfaction of Pubco, acting reasonably; 

          12.      the
undersigned (i) is able to fend for itself in connection with the acquisition of
the Pubco Shares; (ii) has such knowledge and experience in business matters as
to be capable of evaluating the merits and risks of its prospective investment
in the Pubco Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such investment; 

          13.     
the undersigned is not aware of any advertisement of any of the Pubco Shares and
is not acquiring the Pubco Shares as a result of any form of general
solicitation or general advertising including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising; 

          14.      no
person has made to the undersigned any written or oral representations: 

	 	(a) 	
      that any person will resell or repurchase any of the
      Pubco Shares;

	 	 	 
	 	(b) 	
      that any person will refund the purchase price of any of
      the Pubco Shares;

	 	 	 
	 	(c) 	
      as to the future price or value of any of the Pubco
      Shares; or

	 	 	 
	 	(d) 	
      that any of the Pubco Shares will be listed and posted
      for trading on any stock exchange or automated dealer quotation system or
      that application has been made to list and post any of the Pubco Shares on
      any stock exchange or automated dealer quotation system, except that
      currently certain market makers make market in the common shares of Pubco
      on the OTC Bulletin Board;



          15.      none
of the Pubco Shares are listed on any stock exchange or automated dealer
quotation system and no representation has been made to the undersigned that any
of the Pubco Shares will become listed on any stock exchange or automated dealer
quotation system, except that currently certain market makers make market in the
common shares of Pubco on the OTC Bulletin Board; 




- 5 - 

          16.      the
undersigned is acquiring the Pubco Shares as principal for their own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Pubco Shares;

          17.      neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Pubco Shares; 

          18.      the
undersigned acknowledges and agrees that Pubco shall refuse to register any
transfer of Pubco Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or
pursuant to an available exemption from registration under the U.S. Securities
Act; 

          19.      the
undersigned understands and agrees that the Pubco Shares will bear the following
legend: 


  
    
      “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
        BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
        (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
        SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
        THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
        WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
        THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
        ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
        BY REGULATION S UNDER THE 1933 ACT.” 

    

  






- 6 - 

          20.      the
address of the undersigned included herein is the sole address of the
undersigned as of the date of this certificate. 

IN WITNESS WHEREOF, I have executed this Certificate of U.S.
Shareholder. 

		          Date:_______________________________,
      2007 
	Signature 	  
	 	 
	Print Name 	  
	 	 
	Title (if applicable) 	  
	 	 
	Address 	  
	 	 






THIS AND THE FOLLOWING 2 PAGES COMPRISE SCHEDULE "G" ATTACHED
  TO AND FORMING PART OF AN AGREEMENT OF PURCHASE AND SALE MADE AS OF THE 15 DAY
  OF OCTOBER, 2007 BETWEEN ARMONT ENERGY INC., BS OIL COMPANY LTD., LONGSHOT OIL
  COMPANY, MEGAWEST ENERGY CORP. AND MEGAWEST ENERGY MONTANA CORP. 



NATIONAL INSTRUMENT 45-106 INVESTOR QUESTIONNAIRE 

In connection with the issuance of common stock (the “Pubco
Shares”) of MEGAWEST ENERGY CORP., a British Columbia corporation (“Pubco”), to
the undersigned, pursuant to that certain Agreement of Purchase and Sale dated
October *, 2007 (the “Agreement”), among Pubco, MegaWest Energy Montana Corp.,
Armont Energy Inc., BS Oil Company Ltd. and Longshot Oil Company (each, a
“Selling Shareholder”), the undersigned Selling Shareholder hereby agrees,
acknowledges, represents and warrants that: 

(The purpose of this Questionnaire is to assure Pubco that the
Selling Shareholders will meet certain requirements for the registration and
prospectus exemptions provided for under National Instrument 45-106 (“NI
45-106”), as adopted by the British Columbia Securities Commission in respect to
the issuance of the Pubco Shares pursuant to the Transaction. Pubco will rely on
the information contained in this Questionnaire for the purposes of such
determination.) 

	 	1. 	 the Selling Shareholder is (check one or
        more of the following boxes):

      	[   ]
	 	 	 	 	
	 		(a) 	 a director, executive officer, employee or control
        person of Pubco or an affiliate of Pubco
	[   ]
	 	 	 	 	
	 		(b) 	 a spouse, parent, grandparent, brother, sister or child
        of a director, executive officer or control person of Pubco or an affiliate
        of Pubco
	[   ]
	 	 	 	 	
	 		(c) 	 a parent, grandparent, brother, sister or child of
        the spouse of a director, executive officer or control person of Pubco
        or an affiliate of Pubco
	[   ]
	 	 	 	 	
	 		(d) 	 a close personal friend of a director, executive officer
        or control person of Pubco or an affiliate of Pubco
	[   ]
	 	 	 	 	
	 		(e) 	 a close business associate of a director, executive
        officer or control person of Pubco or an affiliate of Pubco
	[   ]
	 	 	 	 	
	 		(f) 	 a founder of Pubco or a spouse, parent, grandparent,
        brother, sister, child, close personal friend or close business associate
        of a founder of Pubco
	[   ]
	 	 	 	 	
	 		(g) 	 a parent, grandparent, brother, sister or child of
        the spouse of a founder of Pubco
	[   ]
	 	 	 	 	
	 		(h) 	 a company, partnership or other entity which a majority
        of the voting securities are beneficially owned by, or a majority of the
        directors are, persons or companies as described in paragraphs (a) to
        (g) above
	[   ]
	 	 	 	 	
	 		(i) 	 purchasing the Pubco Shares as principal with an aggregate
        value of more than CDN$150,000
	[   ]







- 2 - 

	 	(j) 	
      an accredited investor
	[   ]




	2. 	
      if the Selling Shareholder has checked one or more of
      boxes b, c, d, e, f, g or h in section 1 above, the director(s), executive
      officer(s), control person(s) or founder(s) of Pubco with whom the Selling
      Shareholder has the relationship is:

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



		
      (Instructions to Selling Shareholder: fill in the name
      of each director, executive officer, founder and control person which you
      have the above- mentioned relationship with. If you have checked box h,
      also indicate which of a to g describes the security holders or directors
      which qualify you as box h and provide the names of those individuals.
      Please attach a separate page if necessary).

	 	 	 
	3. 	
      If the Subscriber has ticked box j in section 1 above,
      the Selling Shareholder acknowledges and agrees that Pubco shall not
      consider the Selling Shareholder’s request for Pubco Shares for acceptance
      unless the undersigned provides to Pubco:

	 	 	 
		(i) 	
      the information required in sections 4 and 5;
  and

	 	 	 
		(ii) 	
      such other supporting documentation that Pubco or its
      legal counsel may request to establish the Selling Shareholder’s
      qualification as an Accredited Investor;

	 	 	 
	4. 	
      the Selling Shareholder has such knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the Transaction and the Selling Shareholder is able to
      bear the economic risk of loss arising from such Transaction;

	 	 	 
	5. 	
      the Selling Shareholder satisfies one or more of the
      categories of “accredited investor” (as that term is defined in NI 45-106)
      indicated below (please check the appropriate
box):




	 	[   ] 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes, but
      net of any related liabilities, exceeds CDN$1,000,000; 

	 	  	
       

	 	[   ] 	
      an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded CDN$300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;








- 3 - 

	 	[   ] 	
      an individual who, either alone or with a spouse, has net
      assets of at least CDN$5,000,000;

	 	 	 
	 	[   ] 	
      an entity, other than an individual or investment fund,
      that has net assets of at least CDN$5,000,000 as shown on its most
      recently prepared financial statements;

	 	 	 
	 	[   ] 	
      an entity registered under the securities legislation of
      a jurisdiction of Canada as an advisor or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador), or any entity organized in a foreign jurisdiction that is
      analogous to any such person or entity; or

	 	 	 
	 	[   ] 	
      an entity in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons or companies that
      are accredited investors.



The Selling Shareholder acknowledges and agrees that the
Selling Shareholder may be required by Pubco to provide such additional
documentation as may be reasonably required by Pubco and its legal counsel in
determining the Selling Shareholder’s eligibility to acquire the Pubco Shares
under relevant securities legislation. 

                  
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
____ day of ________________________, 2007. 

	 	          Date:_______________________________,
      2007 
	Signature 	 
	 	 
	Print Name 	 
	 	 
	Title (if applicable) 	 
	 	 
	Address