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






Execution Version 
December 18, 2007 

ASSET PURCHASE AGREEMENT 


Between: 

FEP SERVICES INC. 

and 

DALE NORMAN PLANTE 

and 

KYLE PLANTE 

and 

WESCORP TECHNOLOGIES LTD. 




TABLE OF CONTENTS 


  	 	  	  	Page 
	 	  	  	 
	ARTICLE 1 	DEFINITIONS AND INTERPRETATION 	1
	 	1.1 	Defined Terms 	1 
	 	1.2 	Currency 	6 
	 	1.3 	Sections and Headings 	6 
	 	1.4 	Number, Gender and Persons 	6 
	 	1.5 	Accounting Principles 	7 
	 	1.6 	Entire Agreement 	7 
	 	1.7 	Time of Essence 	7 
	 	1.8 	Applicable Law 	7 
	 	1.9 	Successors and Assigns 	7 
	 	1.10 	Amendments and Waivers 	7 
	 	1.11 	Severability 	7 
	 	1.12 	Schedules 	8 
	ARTICLE 2 	PURCHASE AND SALE OF COLLECTIVE PURCHASED ASSETS
        	8
	 	2.1 	Collective Purchased Assets 	8 
	 	2.2 	Excluded Assets 	9 
	ARTICLE 3 	PURCHASE PRICE 	10 
	 	3.1 	Purchase Price 	10 
	 	3.2 	Allocation of Purchase Price 	10 
		3.3 	Deemed Purchase Price for Allocation for Purposes and Calculation
        of GST 	10
	 	3.4 	GST 	11 
	ARTICLE 4 	LIMITED ASSUMPTION OF ACCOUNTS PAYABLE 	11 
	 	4.1 	Assumption of Raider Accounts Payable 	11 
	 	4.2 	Assumption of Total Fluid Accounts Payable 	11 
	 	4.3 	Indemnification 	12 
	ARTICLE 5 	NO EMPLOYMENT OF EMPLOYEES 	12 
	 	5.1 	No Employment of Employees 	12 
	 	5.2 	Indemnity to Purchaser 	12 
	ARTICLE 6 	REPRESENTATIONS AND WARRANTIES OF THE VENDOR 	 12
	 	6.1 	Organization 	12 
	 	6.2 	Authorization 	13 
	 	6.3 	No Other Agreements to Purchase 	13 
	 	6.4 	No Violation 	13 
	 	6.5 	Inventories 	13 
	 	6.6 	Title to and Condition of Personal Property 	13 
	 	6.7 	Intentionally Deleted Article 	14 
	 	6.8 	Intellectual Property 	14 
	 	6.9 	Consents 	14 
	 	6.10 	Contracts 	15 
	 	6.11 	Compliance with Laws; Governmental Authorization 	15 
	 	6.12 	Taxes 	15 
	 	6.13 	Litigation 	15 
	 	6.14 	Residency 	15 
	 	6.15 	Deleted Article 	15 
	 	6.16 	Environmental 	15 
	 	6.17 	Collective Purchased Assets Sufficient 	16 




-i- 




TABLE OF CONTENTS 
(continued) 


  	 	  	  	Page 
	 	  	  	 
	 	  	  	 
	 	6.18 	Amalgamation Completion 	16 
	 	6.19 	Full Disclosure 	16 
	ARTICLE 7 	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 	16
	 	7.1 	Organization 	16 
	 	7.2 	Authorization 	16 
	 	7.3 	No Violation 	17 
	 	7.4 	GST Registration 	17 
	 	7.5 	Compliance 	17 
	 	7.6 	Filings 	17 
	 	7.7 	Right to Transfer 	17 
	 	7.8 	Securities 	17 
	ARTICLE 8 	SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES
        	18 
	 	8.1 	Survival of Representations and Warranties 	18 
	ARTICLE 9 	ADDITIONAL COVENANTS 	18 
	 	9.1 	PIPA Compliance 	18 
	 	9.2 	Compliance with Applicable Securities Law and Regulations
        	18
	 	9.3 	Delivery of Makon Assets 	19 
	ARTICLE 10 	CLOSING AND TRANSFER OF POSSESSION 	19 
	 	10.1 	Place of Closing 	19 
	 	10.2 	Deliveries by the Vendor 	19 
	 	10.3 	Purchaser’s Deliveries at Closing 	20 
	 	10.4 	Further Assurances 	21 
	ARTICLE 11 	INDEMNIFICATION AND LIMITATIONS REGARDING LOSSES
        	 21
	 	11.1 	Indemnification by the Vendor, Kyle and Dale 	21 
	 	11.2 	Indemnification by the Purchaser 	22 
	ARTICLE 12 	MISCELLANEOUS 	22 
	 	12.1 	Notices 	22 
	 	12.2 	Legal Fees 	23 
	 	12.3 	No Merger 	23 
	 	12.4 	Counterparts 	24 




Schedules 

	A 	
      Raider Intellectual Property

	B 	
      Makon Intellectual Property

	C 	
      Total Fluid Intellectual Property

	D 	
      Raider Assets

	E 	
      Makon Assets

	F 	
      Total Fluid Assets

	G 	
      Promissory Note

	H 	
      General Conveyance

	I 	
      Bill of Sale

	J 	
      Restrictions - Wescorp Shares



-ii- 




TABLE OF CONTENTS
 (continued) 

	  		Page 
	  	  	 
	K 	Intentionally Deleted 	 
	L 	Release of Original License Agreement 	 
	M 	Consulting Agreement - Bowhay
    	 
	N 	Consulting Agreement - McCaw 	 
	O 	Release of Bowhay Prior Consulting
      Agreement 	 
	P 	Release of McCaw Prior Consulting Agreement 	 
	Q 	Permitted Encumbrances 	 
	R 	Raider Accounts Payable 	 
	S 	Raider Contracts 	 
	T 	Letter of Opinion - Vendor’s Solicitor 	 
	U 	Raider Consents 	 
	V 	Total Fluid Consents 	 
	W 	Allocation of Purchase Price 	 
	X 	License Agreement 	 
	Y 	Raider Contract Assignment 	 


-iii- 




ASSET PURCHASE AGREEMENT 

THIS AGREEMENT is made December 18, 2007. 

BETWEEN: 

FEP SERVICES INC., a body corporate 
duly
incorporated pursuant to the laws of Alberta 
(the "Vendor") 

OF THE FIRST PART 

- and - 

DALE NORMAN PLANTE, an individual resident 
in the
Netherlands 

OF THE SECOND PART 

- and - 

KYLE PLANTE, an individual resident 
in Grande
Prairie, Alberta 

(Dale Norman Plante and Kyle Plante are collectively the
"Shareholders") 

OF THE THIRD PART 

- and - 

WESCORP TECHNOLOGIES LTD., a body corporate 
duly
incorporated pursuant to the laws of Alberta 
(the "Purchaser")


OF THE FOURTH PART 

IN CONSIDERATION of the covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each Party to this Agreement, the
Parties agree as follows: 

ARTICLE 1      DEFINITIONS AND
INTERPRETATION 

	1.1 	
      Defined Terms

	 	 	 
		
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms shall have the respective meanings
      set out below and grammatical variations of such terms shall have
      corresponding meanings:

	 	 	 
		(a) 	
      “Agreement” means this document, the recitals, if
      any, and all Schedules hereto and includes all written amendments to the
      foregoing;

	 	 	 
		(b) 	
      “Amalgamation” means the amalgamation of Prior
      FEP, Raider and Total Fluid, which resulted in the creation of the
      Vendor;







- 2 -

	 	(c) 	
      “Ancillary Agreements” means all agreements,
      certificates and other instruments delivered or given pursuant to this
      Agreement at Closing;

	 	 	 
	 	(d) 	
      “Bill of Sale” means the bill of sale in the form
      attached hereto Schedule I;

	 	 	 
	 	(e) 	
      "Business Day" means any day, other than a
      Saturday or a Sunday, or a statutory holiday in Edmonton,
  Alberta;

	 	 	 
	 	(f) 	
      “Closing” means the date of completion of the
      transaction of purchase and sale contemplated in this Agreement;

	 	 	 
	 	(g) 	
      "Closing Date" means, effective 1:00 p.m.
      (Edmonton, Alberta time) on December 18, 2007 or such earlier or later
      date as the Parties may mutually agree upon in writing;

	 	 	 
	 	(h) 	
      “Collective Intellectual Property” shall have the
      meaning set out in section 6.8;

	 	 	 
	 	(i) 	
      "Collective Purchased Assets" means the Makon
      Assets, Raider Assets and Total Fluid Assets;

	 	 	 
	 	(j) 	
      “Consulting Agreement - Bowhay” means the
      agreement in the form attached hereto as Schedule M;

	 	 	 
	 	(k) 	
      “Consulting Agreement - McCaw” means the agreement
      in the form attached hereto as Schedule N;

	 	 	 
	 	(l) 	
      “Dale” means Dale Norman Plante;

	 	 	 
	 	(m) 	
      "Encumbrance" means any encumbrance, lien, charge,
      hypothec, pledge, mortgage, title retention agreement, security interest
      of any nature, adverse claim, exception, reservation, easement, right of
      occupation, any matter capable of registration against title, option,
      right of pre-emption, privilege or any Contract to create any of the
      foregoing;

	 	 	 
	 	(n) 	
      "ETA" means Part IX of the Excise Tax Act
      (Canada), as amended from time to time;

	 	 	 
	 	(o) 	
      "Excluded Assets" has the meaning set out in
      section 2.2;

	 	 	 
	 	(p) 	
      “General Conveyance” means a general conveyance in
      the form attached hereto as Schedule H;

	 	 	 
	 	(q) 	
      "GST" means all taxes payable under the ETA and
      any reference to a specific provision of the ETA shall refer to any
      successor provision thereto of like or similar effect;

	 	 	 
	 	(r) 	
      “including” means including but without limiting
      the generality of the foregoing, unless the context otherwise expressly
      provides, such as, including only;

	 	 	 
	 	(s) 	
      "Intellectual Property" means all intellectual,
      proprietary and industrial property and rights thereto including, but not
      limited to, all (a) inventions and discoveries; (b) works in which any
      copyright exists including software; (c) designs,
  industrial







- 3 -

	 		
      designs and mask works; (d) trade-marks, certification
      marks, trade dress, trade names, business names, corporate names, business
      styles, internet domain names and web sites, and any word, symbol, icon,
      logo or other indicia of origin adopted or used in connection with any
      product or service or business (collectively referred to as
      "Marks"); (d) all intellectual, proprietary and industrial property
      rights in respect of any of the foregoing including all copyrights, patent
      rights, patent disclosures, design and industrial design rights, patent
      disclosures rights in Marks, rights in confidential information, trade
      secrets, know-how, technical expertise, formulae, compositions, processes,
      research data, databases, drawings, specifications, plans, customer and
      supplier lists and related information and other proprietary rights; and
      (e) all applications and registrations, all continuations, divisions,
      reissues, renewals and extensions therefor, the right to make
      applications, rights of priority and rights to claim priority with respect
      to any of the foregoing intellectual and industrial property and rights
      thereto;

	 	 	 	 
	 	(t) 	
      “Kyle” means Kyle Plante;

	 	 	 	 
	 	(u) 	
      “License Agreement” means the license agreement to
      be made between the Purchaser as licensee and 1139076 Alberta Ltd. as
      licensor, in the form attached hereto as Schedule X;

	 	 	 	 
	 	(v) 	
      "Losses" means with respect to any matter, any and
      all liabilities (whether direct, indirect, contingent, statutory or
      otherwise), obligations, claims (including direct or indirect claims),
      losses, damages, costs and expenses of whatever kind or nature and
      howsoever arising (including all legal fees and disbursements on a
      solicitor and his own client full indemnity basis and other professional
      fees and disbursements, fees paid to any government authority, interest,
      fines, penalties and amounts paid in settlement or in satisfaction of a
      judgment) directly or indirectly as a consequence of such matter,
      including loss of revenue, loss of business, loss of benefit,
      consequential and indirect damages, special damages, punitive damages and
      exemplary damages;

	 	 	 	 
	 	(w) 	
      "Makon" means Makon Water Recycling Systems
      Inc.;

	 	 	 	 
	 	(x) 	
      "Makon Assets" has the meaning set out in section
      2.1(a);

	 	 	 	 
	 	(y) 	
      "Makon Business" means that portion of the
      Vendor's Business that was carried on using the Makon Intellectual
      Property and the Makon Assets;

	 	 	 	 
	 	(z) 	
      "Makon Intellectual Property" means any and all
      Intellectual Property used or previously used in the conduct of the Makon
      Business, including the Intellectual Property described in Schedule
    B;

	 	 	 	 
	 	(aa) 	
      “Market Price” shall mean:

	 	 	 	 
	 		(i) 	
      for Shares shall mean an amount equal to the weighted
      average of the trading prices of the Shares of Wescorp Energy Inc. on the
      principal stock exchange on which such Shares are traded, for each of the
      trading days during the last five (5) trading days immediately prior to
      the day prior to the Closing Date, converted to Canadian dollars using the
      exchange rate







- 4 -

	 		
      described in the Bank of Canada webpage
      (www.bankofcanada.ca) and described as the US/Canada Noon Rate;

	 	 	 
	 	(ii) 	
      for the Oil Sands Quest Inc. Shares shall mean an amount
      equal to the weighted average of the trading prices of shares of Oil Sands
      Quest Inc. on the principal stock exchange on which such shares are
      traded, for each of the trading days during the last five (5) days
      immediately prior to the day prior to the Closing Date, converted to
      Canadian dollars using the exchange rate described in the Bank of Canada
      webpage (www.bankofcanada.ca) and described as the US/Canada Noon
    Rate;




	 	(bb) 	
      “Oil Sands Quest Inc. Shares” means 470,173 common
      shares of Oil Sands Quest Inc.;

	 	 	 
	 	(cc) 	
      “Original License Agreement” means the license
      agreement made April 7, 2006, between 1139076 Alberta Ltd. and Total
      Fluid;

	 	 	 
	 	(dd) 	
      "Parties" means the Vendor, Purchaser and
      Shareholders, and their respective successors and permitted
  assigns;

	 	 	 
	 	(ee) 	
      "Permitted Encumbrances" means those Encumbrances
      described in Schedule Q;

	 	 	 
	 	(ff) 	
      “Person” means a natural person, partnership,
      limited partnership, limited liability partnership, body corporate,
      corporation, company, joint stock company, limited liability company,
      trust, unincorporated association, joint venture or any other type of
      business enterprise, entity or governmental entity whatsoever and
      howsoever constituted, and pronouns have a similarly extended
    meaning;

	 	 	 
	 	(gg) 	
      “Prior FEP” means FEP Services Inc. as it existed
      prior to the Amalgamation;

	 	 	 
	 	(hh) 	
      “Promissory Note” means the promissory note in the
      form attached hereto as Schedule G;

	 	 	 
	 	(ii) 	
      "Purchase Price" has the meaning set out in
      section 3.1;

	 	 	 
	 	(jj) 	
      "Purchased Businesses" means the Makon Business,
      Raider Business and Total Fluid Business;

	 	 	 
	 	(kk) 	
      “Purchaser’s Solicitors” means Bryan & Company
      LLP;

	 	 	 
	 	(ll) 	
      "Raider" means Raider Corporation;

	 	 	 
	 	(mm) 	
      "Raider Accounts Payable" has the meaning set out
      in section 4.1, as more particularly described in Schedule R;

	 	 	 
	 	(nn) 	
      "Raider Accounts Receivable" has the meaning set
      out in section 2.1(b)(iii);

	 	 	 
	 	(oo) 	
      "Raider Assets" has the meaning set out in section
      2.1(b);







- 5 -

	 	(pp) 	
      "Raider Business" means that portion of the
      Vendor's Business that was carried on by Raider prior to the Amalgamation
      and by the Vendor after the Amalgamation,

	 	 	 
	 	(qq) 	
      "Raider Consents" means the consents and approvals
      required in connection with the sale and purchase of the Raider Business
      and Raider Assets herein contemplated, as described in Schedule
  U;

	 	 	 
	 	(rr) 	
      “Raider Contract Assignment” means the assignment
      in the form attached hereto as Schedule Y;

	 	 	 
	 	(ss) 	
      “Raider Contracts” means the contracts described
      in Schedule S’

	 	 	 
	 	(tt) 	
      "Raider Intellectual Property" means any and all
      Intellectual Property used or previously used in the conduct of the Raider
      Business, including the Intellectual Property described in Schedule
    A;

	 	 	 
	 	(uu) 	
      “Release of Bowhay Prior Consulting Agreement”
      means the release in the form attached hereto as Schedule O;

	 	 	 
	 	(vv) 	
      “Release of McCaw Prior Consulting Agreement”
      means the release in the form attached hereto as Schedule P;

	 	 	 
	 	(ww) 	
      “Release of Original License Agreement” means a
      release in the form attached hereto as Schedule L;

	 	 	 
	 	(xx) 	
      “Restrictions” means collectively the Restrictions
      - Wescorp Shares;

	 	 	 
	 	(yy) 	
      “Restrictions - Wescorp Shares” shall mean the
      restrictions set in Schedule J hereof;

	 	 	 
	 	(zz) 	
      “Shares” means common shares of Wescorp Energy
      Inc.;

	 	 	 
	 	(aaa) 	
      "Shareholders" means Dale Norman Plante and Kyle
      Plante;

	 	 	 
	 	(bbb) 	
      "Tax Act" means the Income Tax Act (Canada), as
      amended from time to time;

	 	 	 
	 	(ccc) 	
      "Taxes" means and includes all taxes, duties,
      fees, premiums, assessments, imposts, levies and other charges of any kind
      whatsoever imposed by any governmental authority, together with all
      interest, penalties, fines, additions to tax or other additional amounts
      imposed in respect thereof, including, without limitation, those levied
      on, or measured by, or referred to as income, gross receipts, profits,
      capital, transfer, land transfer, sales, goods and services, use, value
      added, excise, stamp, withholding, business, franchising, property,
      payroll, employment, health, social services, education and social
      security taxes, all surtaxes, all customs duties and import and export
      taxes, all license, franchise and registration fees and all employment
      insurance, health insurance and Canada and other government pension plan
      premiums;

	 	 	 
	 	(ddd) 	
      "Total Fluid" means Total Fluid Separation
      Inc.;







- 6 -

	 	(eee) 	
      “Total Fluid Accounts Payable” has the meaning set
      out in Section 4.2;

	 	 	 
	 	(fff) 	
      "Total Fluid Assets" has the meaning set out in
      section 2.1(c);

	 	 	 
	 	(ggg) 	
      "Total Fluid Business" means that portion of the
      Vendor's Business that was carried on by Total Fluid prior to the
      Amalgamation and by the Vendor after the Amalgamation;

	 	 	 
	 	(hhh) 	
      "Total Fluid Consents" means the consents and
      approvals required in connection with the sale and purchase of the Total
      Fluid Business and Total Fluid Assets herein contemplated, as described in
      Schedule V;

	 	 	 
	 	(iii) 	
      "Total Fluid Intellectual Property" means any and
      all Intellectual Property used or previously used in the conduct of the
      Total Fluid Business, including the Intellectual Property described in
      Schedule C;

	 	 	 
	 	(jjj) 	
      "Vendor's Business" means the entire business
      carried on by the Vendor, including the Makon Business, Raider Business
      and Total Fluid Business;

	 	 	 
	 	(kkk) 	
      "Vendor's Knowledge" means the knowledge of the
      Vendor, and either of the Shareholders, after due inquiry of the
      employees, consultants, advisors and agents of the Vendor, and the
      Shareholders;

	 	 	 
	 	(lll) 	
      “Vendor’s Solicitors” means Hendrickson Gower
      Massing Olivieri LLP;




	 	(mmm) 	
      “Wescorp Shares” means the Shares of Wescorp
      Energy Inc. referred to in section 3.1 (b)
hereof.




		
      Definitions contained in this section are not exhaustive
      of the defined terms or expressions used in this Agreement and other terms
      or expressions may be defined throughout this Agreement.

	 	 
	1.2 	
      Currency

	 	 
		
      Unless otherwise indicated, all dollar amounts in this
      Agreement are expressed in Canadian funds.

	 	 
	1.3 	
      Sections and Headings

	 	 
		
      The division of this Agreement into Articles, sections
      and subsections and the insertion of headings are for convenience of
      reference only and shall not affect the interpretation of this Agreement.
      Unless otherwise indicated, any reference in this Agreement to an Article,
      section, subsection or Schedule refers to the specified Article, section
      or subsection of or Schedule to this Agreement.

	 	 
	1.4 	
      Number, Gender and Persons

	 	 
		
      In this Agreement, words importing the singular number
      only shall include the plural and vice versa, words importing gender shall
      include all genders and words importing persons shall include individuals,
      corporations, partnerships, associations,
trusts,







- 7 -

		
      unincorporated organizations, governmental bodies and
      other legal or business entities of any kind whatsoever.

	 	 
	1.5 	
      Accounting Principles

	 	 
		
      Any reference in this Agreement to generally accepted
      accounting principles refers to generally accepted accounting principles
      that have been established in Canada, including those approved from time
      to time by the Canadian Institute of Chartered Accountants or any
      successor body thereto.

	 	 
	1.6 	
      Entire Agreement

	 	 
		
      This Agreement together with the other agreements tabled
      on the Closing Date constitute the entire agreement between the Parties
      with respect to the subject matter hereof and supersedes all prior
      agreements, understandings, negotiations and discussions, whether written
      or oral, between the Vendor and the Purchaser. There are no conditions,
      covenants, agreements, representations, warranties or other provisions,
      express or implied, collateral, statutory or otherwise, relating to the
      subject matter hereof except as herein provided or as contemplated in
      documents made between the Parties tabled on the Closing Date.

	 	 
	1.7 	
      Time of Essence

	 	 
		
      Time shall be of the essence in the performance of the
      Parties' obligations in respect of this Agreement.

	 	 
	1.8 	
      Applicable Law

	 	 
		
      This Agreement shall be construed, interpreted and
      enforced in accordance with, and the respective rights and obligations of
      the Parties shall be governed by, the laws of the Province of Alberta and
      the federal laws of Canada applicable therein. Each Party irrevocably and
      unconditionally submits to the exclusive jurisdiction of the courts of
      such province and all courts competent to hear appeals therefrom, and any
      judgment or order of such courts may be enforced in any
    jurisdiction.

	 	 
	1.9 	
      Successors and Assigns

	 	 
		
      This Agreement shall enure to the benefit of and shall be
      binding on and enforceable by the Parties and, where the context so
      permits, their respective successors and permitted assigns. No Party may
      assign any of its rights or obligations hereunder without the prior
      written consent of the other Parties.

	 	 
	1.10 	
      Amendments and Waivers

	 	 
		
      No amendment or waiver of any provision of this Agreement
      shall be binding on any Party unless consented to in writing by the
      Parties. No waiver of any provision of this Agreement shall constitute a
      waiver of any other provision, nor shall any waiver constitute a
      continuing waiver unless otherwise provided.

	 	 
	1.11 	
      Severability







- 8 -

		
      If any provision of this Agreement is deemed by a court
      of competent jurisdiction to be void, illegal or unenforceable for any
      reason whatsoever, then the same shall be read down to the extent
      necessary to make it enforceable or, if not capable of being so read down,
      shall be deemed to be severed from the other terms of this Agreement. In
      either event all other provisions, terms and covenants of this Agreement
      shall remain binding and effective upon the Parties and shall be construed
      as if this Agreement had been executed with the offending provision read
      down to the extent necessary to make it enforceable, or without such
      severed provision, as the case may be.

	 	 
	1.12 	
      Schedules

	 	 
		
      The following Schedules are attached to and form part of
      this Agreement:




	 	A 	
      Raider Intellectual Property

	 	B 	
      Makon Intellectual Property

	 	C 	
      Total Fluid Intellectual Property

	 	D 	
      Raider Assets

	 	E 	
      Makon Assets

	 	F 	
      Total Fluid Assets

	 	G 	
      Promissory Note

	 	H 	
      General Conveyance

	 	I 	
      Bill of Sale

	 	J 	
      Restrictions - Wescorp Shares

	 	K 	
      Intentionally Deleted

	 	L 	
      Release of Original License Agreement

	 	M 	
      Consulting Agreement - Bowhay

	 	N 	
      Consulting Agreement - McCaw

	 	O 	
      Release of Bowhay Prior Consulting Agreement

	 	P 	
      Release of McCaw Prior Consulting Agreement

	 	Q 	
      Permitted Encumbrances

	 	R 	
      Raider Accounts Payable

	 	S 	
      Raider Contracts

	 	T 	
      Letter of Opinion - Vendor’s Solicitor

	 	U 	
      Raider Consents

	 	V 	
      Total Fluid Consents

	 	W 	
      Allocation of Purchase Price

	 	X 	
      License Agreement

	 	Y 	
      Raider Contract Assignment



ARTICLE 2      PURCHASE AND SALE OF
COLLECTIVE PURCHASED ASSETS 

	2.1 	
      Collective Purchased Assets

	 	 	 
		
      Subject to the provisions of this Agreement, the Vendor
      agrees to sell, assign and transfer to the Purchaser and the Purchaser
      agrees to purchase from the Vendor on the Closing Date and free and clear
      of all Encumbrances except the Permitted Encumbrances:

	 	 	 
		(a) 	
      subject to Section 2.2, all of the property and assets
      used in connection with the Makon Business, whether personal, tangible or
      intangible, of every kind and







- 9 -

description and wheresoever situate
(collectively the "Makon Assets"), including the following: 

	 	(i) 	
      the assets described in Schedule E; and

	 	 	 
	 	(ii) 	
      the Makon Intellectual Property, described in Schedule
      B.




	 	(b) 	
      subject to section 2.2, all of the property and assets
      used in connection with the Raider Business, whether personal, tangible or
      intangible, of every kind and description and wheresoever situate
      (collectively the "Raider Assets"), including the
  following:

	 	 	 	 
	 		(i) 	
      the assets described in Schedule D;

	 	 	 	 
	 		(ii) 	
      the Raider Intellectual Property described in Schedule
      A;

	 	 	 	 
	 		(iii) 	
      all accounts receivable arising out of or relating to the
      operation of the Raider Business (the "Raider Accounts
      Receivable");

	 	 	 	 
	 		(iv) 	
      the Raider Contracts described in Schedule S;

	 	 	 	 
	 		(v) 	
      all cash in bank accounts maintained for the Raider
      Business; and

	 	 	 	 
	 		(vi) 	
      all cheques payable with respect to the Raider
      Business.

	 	 	 	 
	 	(c) 	
      subject to section 2.2, all of the property and assets
      used in connection with the Total Fluid Business, whether personal,
      tangible or intangible, of every kind and description and wheresoever
      situate (collectively the "Total Fluid Assets"), including the
      following:

	 	 	 	 
	 		(i) 	
      the assets described in Schedule F;

	 	 	 	 
	 		(ii) 	
      the Total Fluid Intellectual Property;
  and




	2.2 	
      Excluded Assets

	 	 	 
		
      Notwithstanding any other provision of this Agreement,
      the Collective Purchased Assets shall not include any of the following
      property and assets (collectively, the "Excluded
Assets"):

	 	 	 
		(a) 	
      all of the Vendor's cash on hand or in banks or other
      depositories, except with respect to the Raider Business;

	 	 	 
		(b) 	
      all bank accounts of the Vendor, except with respect to
      the Raider Business;

	 	 	 
		(c) 	
      the Vendor's accounts receivable, except the Raider
      Accounts Receivable;

	 	 	 
		(d) 	
      the Vendor's constating documents, minute books, and
      shareholder records and to the extent not reasonably required by the
      Purchaser as a successor to the Purchased Businesses, the original
      corporate and financial records of the Vendor.







- 10 -

ARTICLE 3      PURCHASE PRICE


	3.1 	
      Purchase Price

	 	 	 
		
      The aggregate purchase price (the "Purchase
      Price") payable by the Purchaser to the Vendor for the Collective
      Purchased Assets shall be:

	 	 	 
		(a) 	
      the sum of Two Million Six Hundred Sixty Five Thousand
      ($2,665,000.00) Dollars by way of delivery to the Vendor of a Promissory
      Note in the form attached hereto as Schedule G to be executed and
      delivered by the Purchaser to the Vendor on the Closing Date;

	 	 	 
		(b) 	
      Thirteen Million Nine Hundred Thousand (13,900,000)
      Shares to be transferred to the Vendor with share certificates in the
      Vendor’s name to be delivered within fifteen (15) days following Closing
      Date;

	 	 	 
		(c) 	
      Four Hundred Seventy Thousand One Hundred Forty Three
      (470,143) Oil Sands Quest Inc. Shares, the certificate for which, and the
      stock transfer for which, shall be delivered to the Vendor within ninety
      (90) days following the Closing Date;

	 	 	 
		(d) 	
      The total outstanding amount of the Raider Accounts
      Payable and the Total Fluid Accounts Payable assumed by the Purchaser
      pursuant to Section 4.1 and Section 4.2 hereof.

	 	 	 
	3.2 	
      Allocation of Purchase Price

	 	 	 
		
      The Vendor and the Purchaser agree to allocate the
      Purchase Price among the Collective Purchased Assets in accordance with
      Schedule W and to report the sale and purchase of the Collective Purchased
      Assets for all federal, provincial and local tax purposes in a manner
      consistent with such allocation.

	 	 	 
	3.3 	
      Deemed Purchase Price for Allocation for Purposes and
      Calculation of GST

	 	 	 
		
      For the purpose of calculation of GST, and for the
      purposes of allocation of the Purchase Price, the Purchase Price shall be
      the cumulative total of the following amounts:

	 	 	 
		(a) 	
      The sum of Two Million Six Hundred Sixty-five Thousand
      Dollars ($2,665,000.00) as provided for in section 3.1(a)
hereof.

	 	 	 
		(b) 	
      An amount calculated by multiplying 13,900,000 times the
      Market Price for the Shares.

	 	 	 
		(c) 	
      An amount calculated by multiplying 470,143 times the
      Market Price for the Oil Sands Quest Inc. Shares.

	 	 	 
		(d) 	
      The total amount of the Raider Accounts Payable assumed
      by the Purchaser pursuant to Section 4.1 hereof, and the Total Fluid
      Accounts Payable assumed by the Purchaser in accordance with Article 4.2
      hereof.







- 11 -

	3.4 	
      GST

	 	 	 
		(a) 	
      The Purchaser covenants and agrees that it is a GST
      registrant pursuant to the ETA, and that its GST registration number is
      82638 2525 RT0001.

	 	 	 
		(b) 	
      The Purchaser shall prepare, and deliver to the Vendor at
      closing, and thereafter the Vendor and Purchaser agree to execute and file
      a joint election or elections under Section 167 of the ETA and under the
      provisions of any applicable legislation, to have the sale provided for
      herein to take place on a GST free basis. The Purchaser shall file such
      election with its GST return for the reporting period in which the sale of
      the Collective Purchased Assets takes place.

	 	 	 
		(c) 	
      The Purchaser agrees to indemnify and save harmless the
      Vendor of and from all GST payable pursuant to the terms of this
      Agreement.



ARTICLE 4      LIMITED ASSUMPTION
OF ACCOUNTS PAYABLE 

	4.1 	
      Assumption of Raider Accounts Payable

	 	 	 
		(a) 	
      Subject to the provisions of this Agreement, the
      Purchaser agrees to assume, pay, satisfy and discharge that portion of the
      Vendor's accounts payable relating to the operation of the Raider Business
      which are listed in Schedule R (The "Raider Accounts Payable"). Subject to
      Article 4.2, the Purchaser and the Vendor acknowledge and agree that the
      Purchaser shall not be assuming, paying, satisfying or discharging any
      other liabilities of the Vendor.

	 	 	 
		(b) 	
      That portion of the Raider Accounts Payable being the sum
      of $239,892.18 owed by the Vendor to Wescorp Energy Inc. shall be paid by
      the Purchaser by the issuance of a Promissory Note to and in favour of
      Wescorp Energy Inc.

	 	 	 
	4.2 	
      Assumption of Total Fluid Accounts
  Payable

	 	 	 
		(a) 	
      DELETED SECTION



 


 

	 	(b) 	
      Subject to the provisions of this Agreement the Purchaser
      agrees to assume, pay, satisfy and discharge that portion of the Vendor’s
      accounts payable relating to the Total Fluid Business which are restricted
      to the sum of $32,897.00, which the Vendor acknowledges is owed by the
      Vendor to Wescorp Energy Inc.,







- 12 -

	 		
      which the Purchaser shall satisfy by the issuance of a
      Promissory Note to and in favour of Wescorp Energy Inc.

	 	 	 
	 	(c) 	
      The amounts set out in Section 4.2(b) hereof are
      hereinafter referred to as the “Total Fluid Accounts
  Payable”.




	4.3 	
      Indemnification

	 	 	 
		(a) 	
      Except for the Raider Accounts Payable assumed by the
      Purchaser pursuant to Section 4.1 hereof, and the Total Fluid Accounts
      Payable assumed by the Purchaser pursuant to Section 4.2 hereof, the
      Vendor shall remain responsible for and shall indemnify and hold harmless
      the Purchaser, and its directors, officers, employees and agents from and
      against all Losses incurred as a result of or in relation to the operation
      of the Purchased Businesses prior to the Closing Date even though such
      Losses may be incurred, reported or filed after the Closing
Date.

	 	 	 
		(b) 	
      Purchaser agrees to indemnify and hold harmless the
      Vendor, and its Directors, officers, employees and agents from and against
      all Losses incurred as a result of or in relation to the Raider Accounts
      Payable assumed by the Purchaser pursuant to section 4.1 hereof, and the
      Total Fluid Accounts Payable assumed by the Purchaser pursuant to section
      4.2 hereof, even though such Losses may be incurred, reported or filed
      after the Closing Date.



ARTICLE 5      NO EMPLOYMENT OF
EMPLOYEES 

5.1        No Employment
of Employees 

Notwithstanding any other provision contained herein, the
Purchaser will not be offering employment to any of the employees of the Vendor
on the Closing Date, or otherwise and any employment agreements between the
Vendor and its employees are expressly excluded from the Collective Purchased
Assets. 

5.2        Indemnity to
Purchaser 

The Vendor acknowledges and agrees that it is liable for all
Losses arising as a result of or in relation to any termination of it's
employees employment with the Vendor and agrees to indemnify and hold harmless
the Purchaser from and against any such Losses incurred even though such Losses
may be incurred, reported or filed after the Closing Date. 

ARTICLE 6      REPRESENTATIONS AND
WARRANTIES OF THE VENDOR 

The Vendor, Dale and Kyle jointly and severally represent and
warrant to the Purchaser as follows and acknowledge that the Purchaser is
relying on such representations and warranties in connection with its purchase
of the Collective Purchased Assets:

	6.1 	
      Organization

	 	 
		
      The Vendor is a corporation incorporated and organized
      and validly subsisting under the laws of the Province of Alberta and has
      the corporate power to own or lease its property, to carry on the
      Purchased Businesses as now being conducted by it and to enter
  into







- 13 -

		
      this Agreement and to perform its obligations hereunder.
      The Vendor is duly qualified as a corporation to do business in each
      jurisdiction in which the nature of the Purchased Businesses or the
      Collective Purchased Assets makes such qualification necessary.

	 	 
	6.2 	
      Authorization

	 	 
		
      This Agreement has been authorized, executed and
      delivered by the Vendor and constitutes a legal, valid and binding
      obligation of the Vendor.

	 	 
	6.3 	
      No Other Agreements to Purchase

	 	 
		
      No Person, other than the Purchaser, has any written or
      oral agreement or option or any right or privilege (whether by law,
      pre-emptive or contractual) capable of becoming an agreement or option for
      the purchase or acquisition from the Vendor of any of the Collective
      Purchased Assets.

	 	 
	6.4 	
      No Violation

	 	 
		
      The execution and delivery of this Agreement by the
      Vendor and the consummation of the transactions herein provided for will
      not result in:




	 	(a) 	
      the breach or violation of any of the provisions of, or
      constitute a default under, or conflict with or cause the acceleration of
      any obligation of the Vendor under:

	 	 	 	 
	 		(i) 	
      any contract to which the Vendor is a party or by which
      the Collective Purchased Assets are bound;

	 	 	 	 
	 		(ii) 	
      any provision of the constating documents or by laws or
      resolutions of the board of directors (or any committee thereof) or
      shareholders of the Vendor;

	 	 	 	 
	 		(iii) 	
      any judgment, decree, order or award of any court,
      governmental body or arbitrator having jurisdiction over the Vendor;
    or

	 	 	 	 
	 		(iv) 	
      to the Vendor’s knowledge any license, permit, approval,
      consent or authorization held by the Vendor or necessary to the operation
      of the Purchased Businesses or the Collective Purchased Assets;
  or

	 	 	 	 
	 	(b) 	
      the creation or imposition of any Encumbrance, other than
      a Permitted Encumbrance, on any of the Collective Purchased
  Assets.




	6.5 	
      Inventories

	 	 
		
      All inventories included in the Collective Purchased
      Assets which are classified as finished goods or saleable in the form of
      finished goods, and the applicable specifications on all other inventories
      not classified as finished goods are merchantable and usable.

	 	 
	6.6 	
      Title to and Condition of Personal
  Property

	 	 
		
      The Collective Purchased Assets are legally and
      beneficially owned by the Vendor with a good and marketable title thereto,
      free and clear of all Encumbrances other than







- 14 -

		
      Permitted Encumbrances. In particular, without limiting
      the generality of the foregoing, there has been no assignment, subletting
      or granting of any license (of occupation or otherwise) of or in respect
      of any of the Collective Purchased Assets or any granting of any agreement
      or right capable of becoming an agreement or option for the purchase of
      the Collective Purchased Assets.

	 	 	 
	6.7 	
      Intentionally Deleted Article

	 	 	 
	6.8 	
      Intellectual Property

	 	 	 
		
      The Vendor is the legal and beneficial owner of the Makon
      Intellectual Property, Raider Intellectual Property and Total Fluid
      Intellectual Property (collectively the "Collective Intellectual
      Property"). The Vendor has the full right and authority to convey to
      the Purchaser all of the Vendor’s right, title, and interest in and to the
      Collective Intellectual Property free and clear of all Encumbrances. The
      Vendor has not granted to any Person any interest in or right to use all
      or any portion of the Collective Intellectual Property, and:

	 	 	 
		(a) 	
      the conduct of the Purchased Businesses, including the
      Vendor's use of the Collective Intellectual Property, does not infringe
      upon or breach any intellectual property rights of any other Person, nor
      is any other Person, to the Vendor’s Knowledge, infringing the Collective
      Intellectual Property rights of the Vendor;

	 	 	 
		(b) 	
      the Vendor is entitled to use the Collective Intellectual
      Property, no other Person has claimed, asserted or alleged otherwise and
      to the Vendor's Knowledge no grounds for such a claim or assertion exist;
      and

	 	 	 
		(c) 	
      there have been no unauthorized disclosures of any
      information relating to the Collective Intellectual Property which the
      Vendor considers to be confidential, nor any authorized disclosures of
      such information which would result in such information being in the
      public domain.

	 	 	 
	6.9 	
      Consents

	 	 	 
		
      There are no consents, authorizations, permissions,
      approvals, agreements, orders or acknowledgements required to be obtained
      by the Vendor from any Person or government authority:

	 	 	 
		(a) 	
      in relation to the sale of the Makon Assets or which
      could reasonably affect the Purchaser's ability to operate the Makon
      Business at the Closing;

	 	 	 
		(b) 	
      in relation to the sale of the Raider Assets or which
      could reasonably affect the Purchaser's ability to operate the Raider
      Business at the Closing, other than the Raider Consents;

	 	 	 
		(c) 	
      in relation to the sale of the Total Fluid Assets or
      which could reasonably affect the Purchaser's ability to operate the Total
      Fluid Business after Closing, subject always to the delivery, at Closing,
      of the Release of Bowhay Prior Consulting Agreement, the Release of McCaw
      Prior Consulting Agreement, and the Release of Original License
      Agreement.







- 15 -

	6.10 	
      Contracts

	 	 
		
      The Vendor has performed all of the obligations required
      to be performed by it and is entitled to all benefits under, and is not in
      material default or to the Vendor's Knowledge alleged to be in default in
      respect of any material contract relating to the Purchased Businesses or
      Collective Purchased Assets to which it is a party or by which it is
      bound; all such material contracts are in good standing and in full force
      and effect, and no event, condition or occurrence exists that, after
      notice or lapse of time or both, would constitute a default under any of
      the foregoing.

	 	 
	6.11 	
      Compliance with Laws; Governmental
      Authorization

	 	 
		
      To the Vendor’s Knowledge, the Vendor is and has been in
      compliance with all laws, by- laws, statutes, ordinances, regulations,
      rules, judgments, decrees or orders applicable to the Purchased Businesses
      or the Collective Purchased Assets.

	 	 
	6.12 	
      Taxes




	 	(a) 	
      The Vendor has filed on a timely basis all tax returns
      required to be filed by it in respect of Taxes and has paid all Taxes that
      are due and payable, and all assessments, reassessments, charges,
      penalties, interest and fines due and payable by it. To the Vendor’s
      Knowledge, there are no actions, suits, proceedings, investigations or
      claims pending or threatened against the Vendor in respect of Taxes, nor
      are any material matters under discussion with any government authority
      relating to Taxes asserted by any government authority.

	 	 	 
	 	(b) 	
      The Vendor shall file, on a timely basis, all tax returns
      required to be filed by it in respect of Taxes subsequent to the date of
      this Agreement.




	6.13 	
      Litigation

	 	 
		
      There are no actions, suits or proceedings (whether or
      not purportedly on behalf of the Vendor) pending or, to the Vendor's
      Knowledge, threatened against or affecting the Vendor, the Purchased
      Businesses or the Collective Purchased Assets at law or in equity or
      before or by any federal, provincial, municipal or other governmental
      department, court, commission, board, bureau, agency or instrumentality,
      domestic or foreign, or before or by an arbitrator, arbitration board or
      mediator. To the Vendor's Knowledge there are no grounds on which any such
      action, suit or proceeding might be reasonably commenced.

	 	 
	6.14 	
      Residency

	 	 
		
      The Vendor is not a non-resident of Canada for the
      purposes of the Tax Act.

	 	 
	6.15 	
      Deleted Article

	 	 
	6.16 	
      Environmental.

	 	 
		
      To the Vendor’s Knowledge, the Vendor, in respect of the
      Purchased Businesses and the Collective Purchased Assets, is in material
      compliance with all applicable federal, provincial, municipal and local
      laws, statutes, ordinances, by laws and regulations,
and







- 16 -

		
      orders, directives, codes, guidelines and decisions
      rendered by any ministry, court, authority, department or administrative
      or regulatory agency ("Environmental Laws") relating to the
      protection of the environment, occupational health and safety or the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of any pollutants, contaminants, chemicals, wastes
      or industrial toxic or hazardous wastes or substances ("Hazardous
      Substances").

	 	 	 
	6.17 	
      Collective Purchased Assets Sufficient

	 	 	 
		
      The:

	 	 	 
		(a) 	
      Makon Assets constitute all of the assets, rights, and
      properties heretofor used by the Vendor in the conduct of the Makon
      Business;

	 	 	 
		(b) 	
      Raider Assets constitute all of the assets, rights, and
      properties heretofor used by the Vendor in the conduct of the Raider
      Business; and

	 	 	 
		(c) 	
      Total Fluids Assets constitute all of the assets, rights,
      and properties heretofor used by the Vendor in the conduct of the Total
      Fluid Business, subject however to the execution and delivery of the
      License Agreement, the Consulting Agreement - Bowhay, and the Consulting
      Agreement - McCaw.

	 	 	 
	6.18 	
      Amalgamation Completion

	 	 	 
		
      The amalgamation of FEP Services Inc., Raider Corporation
      and Total Fluid Separations Inc. has been completed in accordance with
      law, and the Vendor is the resulting amalgamated corporation and is the
      owner of all of the assets and liabilities that were the property of FEP
      Services Inc., Raider Corporation and Total Fluid Separations Inc.
      immediately prior to such amalgamation.

	 	 	 
	6.19 	
      Full Disclosure

	 	 	 
		
      To the Vendor's Knowledge, the Vendor has disclosed to
      the Purchaser all facts and information relating to the Collective
      Purchased Assets and the Purchased Businesses which would reasonably be
      expected to be material to the Purchaser's decision to complete the
      transactions herein contemplated.



ARTICLE 7      REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Vendor as follows
and acknowledges and confirms that the Vendor is relying on such representations
and warranties in connection with its sale of the Collective Purchased Assets:


	7.1 	
      Organization

	 	 
		
      The Purchaser is a corporation duly incorporated and
      organized and validly subsisting under the laws of the Province of Alberta
      and has the corporate power to enter into this Agreement and to perform
      its obligations hereunder.

	 	 
	7.2 	
      Authorization







- 17 -

		
      This Agreement has been duly authorized, executed and
      delivered by the Purchaser and constitutes a legal, valid and binding
      obligation of the Purchaser.

	 	 	 
	7.3 	
      No Violation

	 	 	 
		
      The execution and delivery of this Agreement by the
      Purchaser and the consummation of the transactions herein provided for
      will not result in the violation of, or constitute a default under, or
      conflict with or cause the acceleration of any obligation of the Purchaser
      under:

	 	 	 
		(a) 	
      any contract to which the Purchaser is a party or by
      which it is bound;

	 	 	 
		(b) 	
      any provision of the constating documents or by laws or
      resolutions of the board of directors (or any committee thereof) or
      shareholders of the Purchaser; or

	 	 	 
		(c) 	
      any judgment, decree, order or award of any court,
      governmental body or arbitrator having jurisdiction over the
    Purchaser.

	 	 	 
	7.4 	
      GST Registration

	 	 	 
		
      The Purchaser is a registrant for purposes of the ETA
      whose registration number is 82638 2525 RT0001.

	 	 	 
	7.5 	
      Compliance

	 	 	 
		
      The entering into and performance of this Agreement and
      the transactions contemplated herein will not be in violation of any
      Statute, Regulation, Rule, Bylaw, Order, Judgment or Decree by which the
      Purchaser is bound.

	 	 	 
	7.6 	
      Filings

	 	 	 
		(a) 	
      Subject to the provisions of this Agreement, there are no
      further filings or notices required, or approvals or consents required
      with respect to the transfer of the Wescorp Shares to the Vendor, except
      those that will be obtained by the Purchaser prior to the delivery of the
      Wescorp Shares to the Vendor pursuant to the terms of this
    Agreement.

	 	 	 
		(b) 	
      Subject to the provisions of this Agreement, following
      the delivery of the Stock Certificate for the Oil Sands Quest Inc. Shares,
      the Vendor will be required to submit such stock transfer to the transfer
      agent for Oil Sands Quest Inc. in order to complete the transfer of the
      Oil Sands Quest Inc. Shares to the Vendor.

	 	 	 
	7.7 	
      Right to Transfer

	 	 	 
		
      The Purchaser has good and sufficient power and authority
      to transfer the legal and beneficial title and ownership of the Wescorp
      Shares and the outstanding Oil Sands Quest Inc. Shares to the Vendor free
      and clear of all liens, charges and encumbrances.

	 	 	 
	7.8 	
      Securities

	 	 	 
		
      To the best of the knowledge of the Purchaser, no
      securities, commissioners or similar regulatory authority has currently
      issued any Order which is currently
outstanding,







- 18 -

preventing or suspending trading of the
Wescorp Shares or the Oil Sands Quest Inc. Shares, and the Purchaser is not in
default of any requirement of any applicable securities laws, rules or policies
with respect to the transfer of the Wescorp Shares and the Oil Sands Quest Inc.
Shares to the Vendor. 

ARTICLE 8      SURVIVAL OF
COVENANTS, REPRESENTATIONS AND WARRANTIES 

	8.1 	
      Survival of Representations and
  Warranties

	 	 	 
		(a) 	
      The representations and warranties contained in this
      Agreement and in all certificates and documents delivered pursuant to or
      contemplated by this Agreement shall survive the Closing of the
      transactions contemplated hereby.



ARTICLE 9      ADDITIONAL COVENANTS


	9.1 	
      PIPA Compliance

	 	 	 
		
      The Purchaser agrees to comply with the provisions of
      section 22 of the Personal Information Protection Act s.a. 2003 ch.
      P-6.5 as amended ("PIPA"). The Vendor and the Purchaser agree that
      the collection, use and disclosure of personal information is restricted
      to purposes that relate to the transactions contemplated by this Agreement
      and upon completion of the transactions contemplated by this Agreement the
      Purchaser agrees to use and disclose such personal information only for
      such purposes as the information was initially collected by the Vendor
      unless otherwise consented to by the Persons in respect of whom the
      personal information relates. If the transactions relating to this
      Agreement are not completed then all such personal information shall be
      returned to the Vendor or destroyed at the request of the
Vendor.

	 	 	 
	9.2 	
      Compliance with Applicable Securities Law and
      Regulations

	 	 	 
		
      The Vendor acknowledges and agrees that:

	 	 	 
		(a) 	
      that the 13,900,000 common shares of the capital of
      Wescorp Energy Inc. that are being transferred to the Vendor pursuant to
      section 3.1 hereof are subject to the Restrictions set out in Schedule J
      attached hereto; and

	 	 	 
		(b) 	
      the Vendor is aware of the Restrictions set out in
      Schedule J and shall, at all times, act in accordance with and comply with
      such Restrictions; and

	 	 	 
		(c) 	
      The Restrictions form part of this Agreement and the
      acknowledgments, covenants, and representations contained therein are
      binding upon the Vendor. The Vendor undertakes and agrees not to sell or
      otherwise dispose of any interest in and to the Wescorp Shares except in
      compliance with all applicable laws, regulations, rules and orders,
      including those in force in Canada and the United States.

	 	 	 
		(d) 	
      the Vendor is purchasing, and receiving as payment
      hereunder, the 13,900,000 shares of Wescorp Energy Inc. and the 470,143
      shares of Oil Sands Quest Inc. as principal, and upon the completion of
      the Closing, the Vendor will be the sole legal and beneficial owner of
      such shares.







- 19 -

	9.3 	
      Delivery of Makon Assets

	 	 
		
      The Vendor and the Purchaser acknowledge that the Makon
      Assets are currently situated in the Province of Ontario, and the Vendor
      undertakes and agrees to deliver, to a location specified by the
      Purchaser, in Alberta, the Makon Assets, within fifteen (15) days of the
      Closing Date, and the parties further agree that for all purposes the
      Makon Assets are sold to the Purchaser FOB Edmonton
  Alberta.



ARTICLE 10    CLOSING AND TRANSFER OF
POSSESSION 

	10.1 	
      Place of Closing

	 	 	 
		
      The Closing shall take place at 5:00 p.m. (Edmonton,
      Alberta time) on the Closing Date at the offices of Bryan & Company
      LLP, counsel for the Purchaser, 2600 Manulife Place, 10180 - 101 Street,
      Edmonton, Alberta T5J 3Y2.

	 	 	 
	10.2 	
      Deliveries by the Vendor

	 	 	 
		
      At the Closing, the Vendor shall deliver the following to
      the Purchaser:

	 	 	 
		(a) 	
      certified copies of all resolutions of the board of
      directors of the Vendor approving the entering into and completion of the
      transaction contemplated by this Agreement and the Ancillary
      Agreements;

	 	 	 
		(b) 	
      certified copies of all resolutions of the shareholders
      of the Vendor approving the entering into and completion of the
      transaction contemplated by this Agreement and the Ancillary
      Agreements;

	 	 	 
		(c) 	
      a certificate of status, and a certificate of
      amalgamation, with respect to the Vendor issued by the appropriate
      government officials of their respective jurisdiction of
    incorporation;

	 	 	 
		(d) 	
      Letter of Opinion - Vendor’s Solicitor;

	 	 	 
		(e) 	
      General Conveyance;

	 	 	 
		(f) 	
      Raider Contract Assignment and Raider Consent;

	 	 	 
		(g) 	
      Executed Release of Original License Agreement;

	 	 	 
		(h) 	
      Executed Release of Bowhay Prior Consulting
    Agreement;

	 	 	 
		(i) 	
      Executed Release of McCaw Prior Consulting
    Agreement;

	 	 	 
		(j) 	
      Executed Consulting Agreement - Bowhay;

	 	 	 
		(k) 	
      Executed Consulting Agreement - McCaw;

	 	 	 
		(l) 	
      Executed License Agreement;







- 20 -

	 	(m) 	
      assignment(s) of the Vendor's interest in the Makon
      Intellectual Property, Raider Intellectual Property and Total Fluid
      Intellectual Property in form and substance satisfactory to the
      Purchaser;

	 	 	 
	 	(n) 	
      Bill of Sale for the Makon Assets, Raider Assets and
      Total Fluid Assets in form and substance satisfactory to the
    Purchaser;

	 	 	 
	 	(o) 	
      GST Joint Election;

	 	 	 
	 	(p) 	
      And acknowledgment signed by 1139076 Alberta Ltd. that
      all amounts payable by the Vendor pursuant to the Original License
      Agreement (including, but not limited to amounts owing in relation to the
      Total Fluid Assets) have been filed;

	 	 	 
	 	(q) 	
      proof of discharge of any Encumbrance other than the
      Permitted Encumbrances;

	 	 	 
	 	(r) 	
      physical possession of the Makon Assets, Raider Assets
      and Total Fluid Assets and all deeds, conveyances, assurances, transfers
      and assignments, and any other instruments, in registrable form where
      required and otherwise duly executed by the Vendor and in form
      satisfactory to the Purchaser, necessary or reasonably required to
      transfer the Makon Assets, Raider Assets and Total Fluid Assets to the
      Purchaser with a good and marketable title, free and clear of all
      Encumbrances other than Permitted Encumbrances (provided that the Makon
      Assets shall be delivered in accordance with section 9.3 hereof;

	 	 	 
	 	(s) 	
      all other agreements contemplated by or referred to in
      this Agreement to be executed by the Vendor, in each case duly executed by
      the Vendor;

	 	 	 
	 	(t) 	
      all other agreements contemplated by or referred to in
      this Agreement to be delivered by the Vendor, in each case duly executed
      by all counterparts other than the Purchaser; and

	 	 	 
	 	(u) 	
      such other and further documents as the Purchaser may
      reasonably request.




	10.3 	
      Purchaser’s Deliveries at Closing

	 	 	 	 
		(a) 	
      At the Closing, the Purchaser shall deliver the following
      to the Vendor:

	 	 	 	 
			(i) 	
      a certificate of status with respect to the Purchaser
      issued by appropriate government officials of its jurisdiction of
      incorporation;

	 	 	 	 
			(ii) 	
      the calculation of the Purchase Price, calculated by the
      Purchaser in accordance with section 3.3 hereof;

	 	 	 	 
			(iii) 	
      certified copy of directors resolution of the Purchaser
      approving the entering into and completion of the transaction contemplated
      by this Agreement and the Ancillary Agreements;

	 	 	 	 
			(iv) 	
      the Promissory Note;

	 	 	 	 
			(v) 	
      all other agreements contemplated by or referred to in
      this Agreement to be executed by the Purchaser and to be delivered on
      Closing;







- 21 -

	 	(vi) 	
      GST Joint Election.




	 	(b) 	
      At the Closing, the Purchaser agrees:

	 	 	 	 
	 		(i) 	
      Provided it has received the Consulting Agreement -
      Bowhay executed by Jim Bowhay to execute and deliver such agreement and
      provide one copy to Jim Bowhay.

	 	 	 	 
	 		(ii) 	
      Provided it has received the Consulting Agreement - McCaw
      executed by Dermot McCaw to execute and deliver such agreement and provide
      one copy to Dermot McCaw.

	 	 	 	 
	 		(iii) 	
      Provided it has received the License Agreement executed
      by 1139076 Alberta Ltd. to execute and deliver such agreement and provide
      one copy to 1139076 Alberta Ltd.

	 	 	 	 
	 	(c) 	
      Within fifteen (15) days following the Closing Date, the
      Purchaser shall deliver to the Vendor a share certificate for 13,900,000
      common shares of Wescorp Energy Inc. issued in the name of the Vendor,
      which shall be subject to the Restrictions - Wescorp Shares.

	 	 	 	 
	 	(d) 	
      Within ninety (90) days following the Closing Date, the
      Purchaser shall deliver to the Vendor the share certificate for and an
      executed stock transfer form for the Oil Sands Quest Shares being
      transferred to the Purchaser in accordance with section 3.1(c)
    hereof.

	 	 	 	 
	 	(e) 	
      Such other and further documents as the Vendor may
      reasonably request.




	10.4 	
      Further Assurances

	 	 
		
      From time to time subsequent to the Closing Date, each
      Party to this Agreement covenants and agrees that it will, at the expense
      of the requesting Party, promptly execute and deliver all such documents,
      including, conveyances, transfers, consents and other assurances, and do
      all such other acts and things as the other Party, acting reasonably, may
      from time to time request be executed or done in order to better evidence
      or perfect or effectuate any provision of this Agreement or of any
      Ancillary Agreement or any of the respective obligations intended to be
      created hereby or thereby.



ARTICLE 11     INDEMNIFICATION AND
LIMITATIONS REGARDING LOSSES 

	11.1 	
      Indemnification by the Vendor, Kyle and
  Dale

	 	 	 
		
      In addition to any other indemnity given by the Vendor,
      Kyle and Dale in this Agreement, the Vendor, Kyle and Dale joint and
      severally agree to indemnify and save harmless the Purchaser, and its
      directors, officers, employees and agents from all Losses suffered or
      incurred by the Purchaser as a result of or arising directly or indirectly
      out of or in connection with:

	 	 	 
		(a) 	
      any breach by the Vendor, Kyle or Dale of or any
      inaccuracy of any representation or warranty of the Vendor, Kyle or Dale
      contained in this







- 22 -

	 		
      Agreement or in any agreement, certificate or other
      document delivered pursuant hereto; and

	 	 	 
	 	(b) 	
      any breach or non performance by the Vendor, Kyle or Dale
      of any covenant to be performed by it that is contained in this Agreement
      or in any agreement, certificate or other document delivered pursuant
      hereto.




	11.2 	
      Indemnification by the Purchaser

	 	 	 
		
      In addition to any other indemnity given by the Purchaser
      in this Agreement, the Purchaser agrees to indemnify and save harmless the
      Vendor, its directors, officers, employees and agents from all Losses
      suffered or incurred by the Vendor as a result of or arising directly or
      indirectly out of or in connection with:

	 	 	 
		(a) 	
      any breach by the Purchaser of or any inaccuracy of any
      representation or warranty contained in this Agreement or in any
      agreement, instrument, certificate or other document delivered pursuant
      hereto; and

	 	 	 
		(b) 	
      any breach or non performance by the Purchaser of any
      covenant to be performed by it that is contained in this Agreement or in
      any agreement, certificate or other document delivered pursuant
    hereto.



ARTICLE 12     MISCELLANEOUS 

	12.1 	
      Notices

	 	 	 	 
		(a) 	
      Any notice or other communication required or permitted
      to be given hereunder shall be in writing and shall be delivered in
      person, transmitted by telecopy or similar means of recorded electronic
      communication or sent by registered mail, charges prepaid, addressed as
      follows:

	 	 	 	 
			(i) 	
      if to the Vendor:

	 	 	 	 
				
      Hendrickson Gower Massing Olivieri LLP 
Barristers and
      Solicitors 
2250, 10060 Jasper Avenue 
Edmonton, Alberta T5J 3R8
      
Attention: Adam Merrick 
Fax No. (780) 421-5864

	 	 	 	 
			(ii) 	
      if to the Shareholders:

	 	 	 	 
				
      Dale Norman Plante 
Duinrellweg 10 
2242
  JN

				
      Wassenaar, Netherlands

	 	 	 	 
				
      Kyle Plante 

	 	 	 	Box 23391
				
      Grande Prairie, Alberta T8V
7G7







- 23 -

	 	(iii) 	
      if to the Purchaser:

	 	 	 
	 		
      Wescorp Technologies Ltd. 
770, 435 - 4th
      Avenue SW 
Calgary, Alberta T2P 3A8 
Attention: Doug Biles
      
Fax No.: (403) 444-7029

	 	 	 
	 		
      with a copy to:

	 	 	 
	 		
      Bryan & Company LLP 
Barristers & Solicitors
      
2600, 10180 - 101 Street 
Edmonton, Alberta T5J 3Y2 
Attention:
      Michael W. Crozier 
Fax No.: (780) 428-6324




	 	(b) 	
      Any such notice or other communication shall be deemed to
      have been given and received on the day on which it was delivered or
      transmitted (or, if such day is not a Business Day, on the next following
      Business Day) or, if mailed, on the fifth Business Day following the date
      of mailing; provided, however, that if at the time of mailing or within
      five Business Days thereafter there is or occurs a labour dispute or other
      event that might reasonably be expected to disrupt the delivery of
      documents by mail, any notice or other communication hereunder shall be
      delivered or transmitted by means of recorded electronic communication as
      aforesaid.

	 	 	 
	 	(c) 	
      Any Party may at any time change its address for service
      from time to time giving notice to the other Parties in accordance with
      this section.




	12.2 	
      Legal Fees

	 	 
		
      Each Party shall be responsible for their own legal and
      other professional fees incurred in respect of the transactions
      contemplated by this Agreement.

	 	 
	12.3 	
      No Merger

	 	 
		
      All covenants, agreements, rights, obligations,
      indemnities, representations and warranties of the Parties set forth in
      this Agreement and in any documents or agreements delivered pursuant to or
      contemplated by this Agreement shall survive, and not merge on, the
      completion of the Closing and, notwithstanding the Closing, shall continue
      in full force and effect thereafter.







- 24 -

	12.4 	
      Counterparts

	 	 
		
      This Agreement and the Ancillary Agreements may be
      executed in counterparts, each of which shall constitute an original and
      all of which taken together shall constitute one and the same instrument
      and counterparts may be delivered by facsimile transmission, or other
      electronic transmission.

	 	 
		
      IN WITNESS WHEREOF this Agreement has been
      executed by the Parties.




	  	 	FEP SERVICES INC. 
	 	 	 
	  	 	Per: /s/ Dale Norman Plante                                                                  
	 	 	 
	  	 	WESCORP TECHNOLOGIES LTD. 
	 	 	 
	  	 	Per: /s/ Douglas Biles                                                                             
      
	 	 	 
	  	 	/s/ Dale Norman Plante                                                                          
	Witness 	 	DALE NORMAN PLANTE 
	 	 	 
	  	 	/s/ Kyle Plante                                                                                        
    
	Witness 	 	KYLE PLANTE