November 23, 2005

[LOGO]                                             [LOGO]
Oilsands Quest, Inc.                               CanWest Petroleum Corporation

                               Financing Agreement

This agreement describes the terms upon which CanWest Petroleum Corporation
("CWPC") has agreed to provide certain financing to Oilsands Quest Inc. (the
"Corporation"). All funds in Canadian dollars unless otherwise stated.

The Financing:             CWPC agrees to purchase and the Corporation agrees to
                           issue $15 million of units ("Units") of the
                           Corporation, including Units issued upon the
                           conversion of any amounts advanced pursuant to the
                           Demand Funding Commitment described below and subject
                           to a reduction of Units as a result of the concurrent
                           exercise of warrants, as described below. Each Unit
                           is to consist of one common share and one-half of one
                           non-transferable common share purchase warrant, each
                           whole warrant entitling the holder thereof to
                           purchase one common share at a price of $10.00 for a
                           period of 9 months from the date of issue.

                           At CWPC's election, CWPC may satisfy a portion of its
                           $15 million subscription obligation by the exercise
                           of any warrants held by CWPC at the time of such
                           exercise, in which case the number of Units
                           subscribed for and issued to CWPC shall be reduced by
                           the dollar value paid through the exercise price of
                           the warrants.

Price:                     $6.00 per Unit.

Demand Funding             CWPC hereby commits to provide the Corporation with
Commitment:                up to $2,500,000 million of the $15 million prior to
                           the Closing Date (as defined below) for certain third
                           party costs to be incurred for the phase two
                           exploration program and out-of-pocket-costs related
                           to this transaction, on the basis of the budget
                           attached hereto (the "Budget") and provided that
                           assumptions underlying the Budget remain valid (the
                           "Demand Funding Commitment").

                           The Corporation may draw upon such Demand Funding
                           Commitment by providing written notice to CWPC of the
                           funding amount required, on the following basis: (a)
                           up to $160,000 shall be payable upon written notice
                           delivered anytime following signing of this Financing
                           Agreement; (b) up to an additional $720,000 shall be
                           payable upon written notice delivered anytime on or
                           after December 1, 2005; (c) up to an additional
                           $1,415,000 shall be payable upon written notice
                           delivered anytime on or after January 1, 2006; and
                           (d) up to $205,000 shall be payable upon written
                           notice delivered anytime after January 1, 2006. Upon
                           receipt of such notice, CWPC shall provide the
                           funding within three business days (in Vancouver and
                           Calgary), such investment to be released to the
                           Corporation in exchange for certificates representing
                           the common shares and warrants comprising the Units,
                           all in form and substance satisfactory to the parties
                           and their respective counsel. All written notices to
                           CWPC hereunder shall be delivered to the attention of
                           George Orr at CWPC by fax and email to (604) 606-7980
                           and george@sweetwatercapital.net, with a copy to the
                           attention of Craig Hoskins at Macleod Dixon LLP at
                           (403) 264-5973 and craig.hoskins@macleoddixon.com.

<PAGE>
                                       -2-


Use of Proceeds:           The net proceeds from the financing will be used to
                           carry out the phase two exploration and evaluation
                           program on the Corporation's lands and for general
                           corporate purposes in accordance with the Budget. The
                           final Budget for the phase two exploration program
                           will be approved by the board of directors of the
                           Corporation prior to the Closing Date.

Closing Date:              On or before January 31, 2006 (the "Closing Date").

Agent & Legal Counsel:     No agent has been appointed for this financing. Each
                           of the parties hereto hereby represents and warrants
                           to the other that such party has not incurred any
                           obligation for any broker's or finder's fee or
                           commission payable as a result of the transactions
                           contemplated hereby.

                           Tingle Merrett LLP will act as the Corporation's
                           counsel and Macleod Dixon llp will act as CWPC's
                           counsel.

ROFO and Standstill:       The parties acknowledge and agree that this financing
                           does not trigger any obligations under the Right of
                           First Offer Letter Agreement dated November 12, 2004
                           between CWPC and the Corporation ("ROFO Agreement")
                           and the transactions contemplated hereby do not
                           constitute a "Subsequent Financing", as defined under
                           the ROFO Agreement.

                           Until the Closing Date, the Corporation shall not
                           commence any other financing activity and shall not,
                           directly or indirectly, through any director,
                           officer, employee, lawyer, agent, representative or
                           otherwise, solicit or entertain offers from,
                           negotiate with or in any manner encourage, discuss or
                           accept any proposal of any other person or entity
                           relating to the acquisition of the Corporation, or
                           any of its shares, assets or business, or any other
                           transaction which would result in the issuance of
                           shares of the Corporation or a change of control or
                           ownership of the Corporation. The Corporation agrees
                           to (i) immediately notify CWPC if the Corporation any
                           of its directors, officers, employees, lawyers,
                           agents, representatives or otherwise receives any
                           indications of interest, requests for information or
                           offers in respect of any such proposal; and (ii)
                           provide full details to CWPC of the terms of any such
                           indication, request or proposal

Termination:               This agreement may be terminated: (i) by mutual
                           written consent of the parties; or (ii) by either
                           party upon a breach of any material provision hereof
                           by the other party, provided, however, that the
                           termination of this agreement shall not affect the
                           liability of any party for breach by such party of
                           any of the provisions prior to such termination. Upon
                           such termination, none of the provisions of this
                           agreement shall survive, except the provisions set
                           forth under "Disclosure" and "Subsequent Financing",

<PAGE>
                                      -3-


                           which shall survive such termination as binding
                           obligations of all parties hereto. For greater
                           certainty, failure by CWPC to fund in accordance with
                           the terms of the Demand Funding Commitment shall be
                           considered a material breach of this agreement, but
                           failure by CWPC to fund the full $15 million on the
                           Closing Date shall not be considered to be a breach
                           of this Agreement. The commitment of CWPC to fund any
                           amounts in excess of the Demand Funding Commitment is
                           conditional on the extent to which CWPC has arranged
                           sufficient financing to support all or part of this
                           commitment and the Corporation shall accept at
                           Closing the subscription by CWPC for amounts up to
                           and including $15 million (including the Demand
                           Funding Commitment).

Subsequent Financing:      Notwithstanding any other provisions herein, in the
                           event that this agreement is terminated by the
                           Corporation in accordance with the "Termination"
                           provisions above, or if CWPC is unable to finance the
                           full $15 million hereunder on or prior to the Closing
                           Date, in either event, the Corporation shall be
                           entitled to undertake a private placement to raise an
                           amount equal to the difference between $15 million
                           and the amount of funding provided hereunder by CWPC
                           calculated as of the date of Termination or the
                           Closing Date, as the case may be (the "Subsequent
                           Private Placement"). The Subsequent Private Placement
                           shall be conducted on such terms as the Corporation
                           sees fit (in the Corporation's sole discretion) and
                           the parties agree that the Subsequent Private
                           Placement shall not trigger any of the provisions of
                           the ROFO Agreement and the Corporation shall not be
                           required to comply with the provisions of the ROFO
                           Agreement in respect of such Subsequent Private
                           Placement. For greater certainty, the Corporation
                           will not be required to provide CWPC with notice of
                           the Subsequent Private Placement, CWPC will not be
                           deemed to have refused to participate in the
                           Subsequent Private Placement, and the ROFO Agreement
                           will remain in full force and effect.

Waiver and Governing Law:  None of the terms and conditions herein may be waived
                           or amended except in writing signed by the party
                           against which such waiver or amendment is sought to
                           be enforced.

                           This agreement shall be governed by and construed in
                           accordance with the laws of the Province of Alberta,
                           without the application of its conflict of law rules
                           that would result in the application of the laws of
                           another jurisdiction.

Disclosure:                Except as and to the extent required by law, existing
                           contractual obligations or the rules of any stock
                           exchange or similar trading market, without the prior
                           written consent of the other party hereto, no party
                           shall, directly or indirectly, make any public
                           statement or communication with respect to, or
                           otherwise disclose or permit the disclosure of the
                           existence of discussions, regarding, a possible
                           transaction between the parties, or any of the terms
                           or other aspects of the transactions proposed in this
                           agreement, and each party shall direct its
                           representatives not to do any of the foregoing
                           without such prior written consent.

<PAGE>
                                      -4-


Binding Obligations:       Each party hereto acknowledges and agrees that the
                           provisions hereof are intended to, and upon execution
                           will be deemed to, create legally binding obligations
                           between the parties hereto.

Please sign this agreement in the space provided below to confirm the mutual
agreements set forth in this agreement and return a signed copy to the
undersigned by November 25, 2005. If a fully-signed copy of this agreement is
not received by November 25, 2005, this agreement will be void in its entirety
and of no force or effect. This agreement may be executed in separate
counterparts, and the executed counterparts shall together constitute one
instrument and have the same force and effect as if all of the parties had
executed the same instrument.

Very truly yours,

CANWEST PETROLEUM CORPORATION


By:
   ---------------------------------------
   Thornton Donaldson, President

Acknowledged and agreed as of November __, 2005:

OILSANDS QUEST INC.


By:
   ---------------------------------------
   Christopher H. Hopkins, President & CEO

<PAGE>
                                      -5-


                                    "BUDGET"

Total Exploration Budget for Phase Two:                 $15,000,000
                                                        -----------

Summary below is a funding requirement of the Program prior to Closing Date.

Oilsands Quest Inc.

Field Budget Winter Program & Transaction Costs

<TABLE>
<CAPTION>
                                                           2005                          2006
Field Budget                                             November        December       January           Totals
------------                                             --------        --------       -------           ------
<S>                                                      <C>            <C>            <C>               <C>
Planning costs
--------------
Permits and Deposits, Well Licenses                       25,000           5,000           5,000          35,000
Pioneer Land Services                                     15,000          15,000          10,000          40,000
Environmental support                                     25,000          10,000           5,000          40,000

Site Costs (incremental costs only)                                                                           --
-----------------------------------

Fuel and Site preparation consumables                         --          10,000          25,000          35,000
Line Cutting and Crews                                        --          15,000          50,000          65,000
Timberline Construction                                       --         150,000         250,000         400,000
Camp Costs (expansion and incr.)                          15,000          45,000          70,000         130,000
Other Contractors (Water. Sewage, Waste removal)              --          50,000          75,000         125,000
Rig Commitments                                               --          50,000         500,000         550,000
New Camp Deposits                                             --         300,000         300,000         600,000
Contingency / Admin                                           --          50,000          50,000         100,000

Transaction Costs
-----------------
CIBC (work fee and Fairness Opinion)                      50,000              --              --          50,000
Legal (Circular and s/h meeting) est only)                30,000          20,000              --          50,000
Administration                                                                            75,000          75,000
                                                        --------------------------------------------------------
Totals                                                   160,000         720,000       1,415,000       2,295,000
                                                        ========================================================
Cumulative                                               160,000         880,000       2,295,000
</TABLE>

Note 1: This is detail previously included in the Needs Assessment and Summary
of Planned Expenditures distributed on Sept 8, 2005

Note 2: This expenditure profile does not include any G&A costs required beyond
January 2006.

Note 3: If contingency is not used it will be used to cover Admin for February
2006 for OQI