THIS PROMISSORY NOTE HAS NOT BEEN  REGISTERED  UNDER THE U.S.  SECURITIES ACT OF
1933 ("THE ACT"),  NOR UNDER APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT
BE  OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION  UNDER THE ACT AND STATE LAWS, THE  AVAILABILITY  OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

ISSUE DATE: July __, 2005

LENDER: ______________________________

PRINCIPAL SUM: $_____________

                          CANWEST PETROLEUM CORPORATION
                    8.0 % SECURED CONVERTIBLE PROMISSORY NOTE

1. PROMISE TO PAY

1.1  Promise  to Pay - FOR VALUE  RECEIVED,  CANWEST  PETROLEUM  CORPORATION,  a
Colorado corporation with its principal executive office at 206-475 Howe Street,
Vancouver, B.C. CANADA V6C-2B3 (the "Company"),  promises to pay to the order of
the  Lender on the  Maturity  Date the  Principal  Sum set forth  above.  Simple
interest at the rate of 8.0% per annum on the Principal Sum (after reduction for
the Refund Amount,  as described below) will be compounded  annually and payable
on the Maturity Date . No interest shall be payable on any of the Refund Amount.
This 8.0% Secured Convertible Promissory Note (the "Note") is one in a series of
Notes being issued in the same offering,  and is issued pursuant to that certain
Subscription  Agreement  dated July __, 2005 between the Company and Lender (the
"Subscription Agreement").

      1.2 Maturity  Date - The Maturity  Date of this Note is any time after one
year  from the Issue  Date that the  Lender  makes a demand on the  Company  for
payment.  The Company shall pay the Principal Sum  outstanding  to the Lender in
lawful money of the United States of America on the Maturity Date at the address
of the Lender set forth below or such other address as the Lender  designates by
written notice to the Company prior to the payment being made.  Accrued interest
shall be paid at the Maturity Date in shares of the Company's  common stock at a
price per share of $0.45.

      1.3 Refund  Amount - Within  ten days of  receipt by the Escrow  Agent (as
defined in the Subscription Agreement) of any funds returned to the Escrow Agent
(the  "Refund  Amount")  for any  unsuccessful  bids on the Rights  (as  defined
below),  the Refund Amount shall be paid  proportionately to all Lenders holding
this series of Note  according to the Principal Sum of each Note compared to the
Principal  Sum of all Notes in the series.  If the Refund  Amount  allocated  to
Lender  under  this Note is less than the  Principal  Sum,  then this Note shall
continue in effect as to any remaining unpaid Principal Sum.

      1.4 Bonus Shares - In the event the Escrow Agent receives a Refund Amount,
then the Company  shall  issue to the Lender,  in lieu of interest on the Refund
Amount  which is  deducted  from the  Principal  Sum,  10% of the Refund  Amount
allocated to Lender under this Note,  payable in shares of the Company's  common
stock at a price per share of $0.40.  The shares will be issued  within  fifteen
(15) days of the date that the Refund Amount is paid to the Lender.


                                       1
<PAGE>

      1.5  Prepayment.  This Note may be  pre-paid  in whole or in part  without
penalty at any time after the earlier of: (i) one year after the Issue Date;  or
(ii) (A) the  Company's  common  stock trades at or above (or has a reported bid
price at or above) $2.00 per share for more than 10  consecutive  trading  days;
and (B) the shares of the  Company's  common stock into which the  Principal Sum
may be  converted  have been  registered  for resale  pursuant  to an  effective
registration  statement under the Securities Act of 1933, as amended;  provided,
however,  that the  Company  must  provide at least 14 days'  written  notice to
Lender of the Company's intent to prepay.

      1.6  Events of  Default - The whole of the  Principal  Sum or the  balance
remaining  unpaid,  together  with any accrued and unpaid  interest  may, at the
option of the Lender,  become immediately due and payable upon the occurrence of
any of the following events (each event being called an "event of default"):

      (a)   the  Company  defaults in payment of the  Principal  Sum and accrued
            interest on the Maturity Date and the default  continues for 30 days
            after written notice of the default to the Company by the Lender;

      (b)   the  Company and its wholly  owned  subsidiary,  Township  Petroleum
            Corporation  ("Township") fail to secure the Guarantee with all or a
            portion of the Rights (as defined  below) so  purchased  by Township
            with all or part of the  proceeds  of the  Principal  Sum  remaining
            under this Note after the Refund Amount has been applied.

      (c)   the Company  defaults in the  performance or observance of any other
            covenant or condition of the Note and the default  continues  for 90
            days  after  written  notice of the  default  to the  Company by the
            Lender;

      (d)   an order is made for the  winding-up  of the Company;  a petition is
            filed by or against the Company;  an  assignment  for the benefit of
            creditors is made by the  Company;  a receiver or agent is appointed
            in  respect  of the  Company  under  any  bankruptcy  or  insolvency
            legislation,  or  by or on  behalf  of a  secured  creditor  of  the
            Company;   or  an  application  is  made  under  the  United  States
            Bankruptcy Code or any successor or similar legislation;

      (e)   the  Company  ceases  to  carry  on  its  business  or  disposes  of
            substantially all of its assets; or

      (f)   the Company takes any corporate  proceedings  for its dissolution or
            liquidation.

      1.7 Guarantee - The  performance  of obligations by the Company under this
Note is  guaranteed  (the  "Guarantee")  by Township.  Upon an event of default,
Lender may exercise its rights and remedies  directly against Township  pursuant
to the terms of the security agreement between Township and Lender.


                                       2
<PAGE>

      1.8 Secured  Note - The  Guarantee  will not be secured  immediately  upon
issuance.  However,  the Guarantee will be secured  immediately upon purchase by
Township of certain oil sands  rights at the sale of  petroleum  and natural gas
rights  held by the  Province  of Alberta on August  24,  2005,  which oil sands
rights are located in the Athabasca Oil Sands Region of Alberta,  Canada, within
Townships  87  to  104  and  ranges  1  to  15  west  of  the  fourth   meridian
(collectively,  the "Rights").  The Lender's secured position shall be evidenced
by a security  agreement  effective  as of the date of purchase of the Rights by
and between Township and the Lender.

2. CONVERSION BY LENDER

      2.1  Conversion by Lender - The Principal Sum of this Note,  together with
any unpaid  interest  thereon,  will be convertible  by the Lender,  upon notice
being given by the Lender to the Company in the manner  specified in  subsection
2.2 below,  into fully paid,  non-assessable  shares of the Company's  $.001 par
value common stock at a price of $0.45 per share (the "Conversion  Price").  The
Conversion  Price is subject to adjustment  under section 4 below. The shares of
common stock issued upon conversion will be recorded on the books of the Company
as of the  Conversion  Date in the name of the Lender or its  nominee,  and will
rank pari passu with the issued and fully paid shares of the Company of the same
class  outstanding  on the Conversion  Date, and the Lender will  accordingly be
entitled to any dividends or other distributions  declared,  made, or paid on or
after such  Conversion  Date. If the number of shares to be issued to the Lender
on conversion of this Note is not a whole number,  then the number of the shares
shall be rounded down to the nearest whole number.

      2.2 Conversion Procedures. The Lender may exercise its right of conversion
by:

      (a)   delivering by hand or by registered mail to the principal  office of
            the Company as set out on page 1 hereof, or to such other address as
            the  Company  may from time to time in writing  advise,  a Notice of
            Conversion in the form attached as "Schedule A" hereto,  such Notice
            to be  received by the  Company on or before the  Maturity  Date and
            prior to repayment  by the Company.  The date on which the Notice is
            received by the Company is herein called the "Conversion Date"; and

      (b)   surrendering  this Note to the Company in exchange for a certificate
            for the appropriate  number of shares.  Surrender of the Note by the
            Lender to the Company  shall be a good and  sufficient  discharge to
            the Company,  subject to the delivery of a share certificate for the
            appropriate  number of Shares, of the debt evidenced by this Note or
            of any lesser amount  converted and, if less than the full amount of
            debt represented by the Note is converted, the Company shall deliver
            to the Lender a  replacement  Note  representing  the balance of the
            debt which remains outstanding; and


                                       3
<PAGE>

      (c)   delivering  to  the  Company  an  investment  representation  letter
            sufficient  to permit the  Company  to issue the shares  deliverable
            upon conversion in a manner believed to be exempt from  registration
            under the Act.

      2.3. Payment Obligation Ceases. The obligation of the Company to repay the
Principal  Sum of the Note and pay interest on the Note or any portion  thereof,
as  applicable,  shall  cease on the  Conversion  Date as to the  amount  of the
Principal Sum and accrued  interest which is converted to shares of common stock
pursuant to Section 2.2.

3. AVAILABLE AUTHORIZED CAPITAL

      3.1 The Company  will, at all times while this Note is  outstanding,  keep
available  shares of authorized and unissued  common stock  sufficient to enable
the  Principal  Sum  evidenced  by this Note from time to time  outstanding  and
unconverted,  together with accrued and unpaid interest thereon, to be converted
to shares of common stock in accordance with this Note.

      3.2 The Company  represents  and warrants  that the shares of common stock
issuable upon  conversion  or in payment of the Note,  when issued in compliance
with  the  terms  of  this  Note,  will  be  validly  issued,   fully  paid  and
non-assessable  shares of common stock of the  Company,  and will be free of any
liens, charges or encumbrances.

4. ADJUSTMENT OF CONVERSION PRICE AND SHARES

      4.1 If the Company  shall at any time  subdivide  its  outstanding  common
stock by  recapitalization,  reclassification or split-up thereof, the number of
shares  of  common  stock  subject  to  this  Note  immediately  prior  to  such
subdivision shall be proportionately  decreased, and if the Company shall at any
time combine the outstanding common stock by recapitalization,  reclassification
or combination  thereof,  the number of shares of common stock  underlying  this
Note immediately prior to such combination shall be  proportionately  increased.
Any  corresponding  adjustment to the Conversion Price shall become effective at
the close of business on the record date for such subdivision or combination.

      4.2 In the event of a dividend  (other  than in shares of common  stock of
the Company),  the proposed  dissolution or  liquidation of the Company,  or any
corporate  separation  or division,  including,  but not limited to, a split-up,
split-off or spin-off,  or a merger or consolidation of the Company with another
corporation,  or the  sale  of all or  substantially  all of the  assets  of the
Company,  the Board may  provide  that the Lender will have the right to convert
this Note (at its then current  Conversion Price) solely for the kind and amount
of  shares  of stock and other  securities,  property,  cash or any  combination
thereof receivable upon such dissolution,  liquidation,  corporate separation or
division,  or merger  or  consolidation  by a holder of the  number of shares of
common stock for which this Note might have been exercised  immediately prior to
such dissolution,  liquidation,  corporate separation or division,  or merger or
consolidation; or, in the alternative, the Board may provide that this Note will
terminate as of a date fixed by the Board; provided, however, that not less than
30 days'  written  notice of the date so fixed  must be given to the  Lender who
will have the right, during the period of 30 days preceding such termination, to
convert this Note into common stock.


                                       4
<PAGE>

      4.3 The preceding paragraph will not apply to a merger or consolidation in
which the Company is the  surviving  corporation  and shares of common stock are
not converted into or exchanged for stock,  securities of any other corporation,
cash or any other thing of value.  Notwithstanding  the preceding  sentence,  in
case of any  consolidation or merger of another  corporation into the Company in
which  the  Company  is the  surviving  corporation  and  in  which  there  is a
reclassification  or change  (including a change to the right to receive cash or
other property) of the shares of common stock  (excluding a change in par value,
or from no par value to par value, or any change as a result of a subdivision or
combination, but including any change in such shares into two or more classes or
series of shares),  the Board may provide that the Lender will have the right to
convert  this Note  solely  for the kind and amount of shares of stock and other
securities  (including  those  of any  new  direct  or  indirect  parent  of the
Company),  property,  cash  or any  combination  thereof  receivable  upon  such
reclassification, change, consolidation or merger by the holder of the number of
shares of common stock into which this Note might have been converted.

      4.4 In the  event of a  change  in the  common  stock  of the  Company  as
presently constituted into the same number of shares with a different par value,
the shares  resulting from any such change will be deemed to be the common stock
of the Company within the meaning of this agreement.

      4.5 To the  extent  that  the  foregoing  adjustments  relate  to stock or
securities of the Company,  such  adjustments  will be made in good faith by the
Board.

      4.6 Except as  expressly  provided  in this Note,  the Lender will have no
rights by reason of any subdivision or  consolidation  of shares of stock of any
class, or the payment of any stock dividend or any other increase or decrease in
the  number of shares of stock of any  class,  or by reason of any  dissolution,
liquidation,  merger, or consolidation or spin-off of assets or stock of another
corporation;  and any issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class, will not affect,  and
no  adjustment  will be made with  respect  to, the number or price of shares of
common stock subject to this Note.  The issuance of this Note will not affect in
any  way  the   right   or   power   of  the   Company   to  make   adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structures,  or to merge or consolidate,  or to dissolve,  liquidate, or sell or
transfer all or any part of its business or assets.

5. REGISTERS OF THE COMPANY

      5.1  Maintenance of Registers.  The Company shall, at all times while this
Note is  outstanding,  cause to be kept by and at the  principal  office  of the
Company,  registers in which will be entered the  Lender's  name and address and
particulars of this Note held by it. No transfer, exchange or conversion of this
Note will be valid  unless  made by the  Lender or its  administrators  or other
legal representatives or its attorney duly appointed by an instrument in writing
unless in form and execution  satisfactory to the Company acting reasonably upon
compliance  with such  requirements  as are set out in this Note, and such other
requirements  as the Company acting  reasonably  may  prescribe,  and unless the
transfer has been duly entered on one of the  appropriate  registers or noted on
this Note by the Company or other registrar.


                                       5
<PAGE>

      5.2 Inspection of Registers.  The registers  referred to above will at all
reasonable times be open for inspection by the Lender.

      5.3 Transfer on Registers.  Subject to  restrictions  under the Securities
Act of 1933 and similar  laws,  the Lender may at any time and from time to time
have this Note  transferred  at any of the  places at which a  register  is kept
pursuant to the provisions of this section,  in accordance  with such reasonable
regulations as the Company may prescribe.

6. GENERAL

      6.1 Ownership of Note - The Company will not be charged with notice of nor
be bound to see to the  execution of any trust,  whether  expressed,  implied or
constructive,  in respect of this Note and the Company may transfer this Note on
the direction of the Lender  whether  named as trustee or  otherwise,  as though
that person were the beneficial owner.

      6.2  Notice  and  Other   Instruments  -  Any  notice,   demand  or  other
communication  required or  permitted  to be given to a party must be in writing
and must be:

      (a)   personally  delivered to that party or a director or officer of that
            party; or

      (b)   except  during  a  period  of  strike,   lock-out  or  other  postal
            disruption,  sent by registered mail, postage prepaid to the address
            of that party set forth on the signature page; or

      (c)   sent by  telegraph,  telecopier,  telex  or  facsimile,  e-mail,  or
            similar  communication  tested  prior to sending  and  confirmed  by
            prepaid  registered  or certified  mail to the address of that party
            set forth on the signature page;

and will be deemed to have been  received  by that party on the  earliest of the
date of delivery  under  paragraph  (a), the actual date of receipt where mailed
under paragraph (b) and the day following the date of  communication  (otherwise
than by U.S Postal Service mail) under paragraph (c). Any party may give written
notice to the other party of a change of address to some other address, in which
event any communication must thereafter be given to that party, at the last such
changed address of which the party communicating has received written notice.

      6.3 Headings - Headings to the  sections,  paragraphs,  subparagraphs  and
clauses of this Note have been inserted for  convenience of reference  only, and
are not to affect its construction.

      6.4 Governing Law - This Note and the rights, remedies, powers, covenants,
duties and  obligations of the parties will be construed in accordance  with and
governed by the laws of the State of Colorado and the federal laws of the United
States.


                                       6
<PAGE>

      6.5  Arbitration  -  Any  controversy,   claim,  dispute  and  matters  of
difference with respect to this Agreement and the  transactions  contemplated by
it must be  resolved  through  submission  to  arbitration  in Denver,  Colorado
according to the rules and  practices of the  American  Arbitration  Association
from time to time in force.

      6.6  Severability  - If any provision of this Note is or becomes  invalid,
illegal or unenforceable in any respect, that fact will not affect the validity,
legality  or  enforceability  of the  remaining  provisions  of this Note or any
valid, legal or enforceable parts of the impugned provision.

      6.7 Binding on  Successors - This Note will inure to the benefit of and be
binding  upon  each  of the  parties  and  their  respective  heirs,  executors,
administrators, successors and permitted assigns.

      6.8  Amendment  and  Waiver  -  This  Note  may  not be  amended,  waived,
discharged or terminated except by a document executed by the party against whom
enforcement of the amendment, waiver, discharge or termination is sought.

      6.9 Entire Agreement - This Note and the related  Subscription  Agreement,
Warrant Agreement and Security Agreement between the Company and the Lender, set
forth the entire agreement and  understanding of the Company and the Lender with
respect  to the loan and  supersedes  all  prior  oral and  written  agreements,
undertakings and understandings.

                                                  CANWEST PETROLEUM CORPORATION


                                                  By: __________________________

                                                  Title: _______________________

      THE  PERFORMANCE OF OBLIGATIONS  UNDER THIS NOTE IS GUARANTEED BY TOWNSHIP
PETROLEUM CORPORATION.

                                                  TOWNSHIP PETROLEUM CORPORATION


                                                  By: __________________________

                                                  Title: _______________________

ACKNOWLEDGED AND AGREED TO this ___ day of July, 2005.


_____________________________
Lender Signature

Lender Name: ______________________________

Lender Address: ___________________________

___________________________________________

___________________________________________

Email: ____________________________________


                                       7
<PAGE>

                                  "SCHEDULE A"

                    8.0% SECURED CONVERTIBLE PROMISSORY NOTE
                                CONVERSION NOTICE

      The undersigned holder of an 8.0% Secured Convertible Promissory Note (the
"Note")  issued  by  CanWest  Petroleum  Corporation  (the  "Company"),   hereby
exercises its option to convert  $__________________ of the Principal Sum of its
Note, into Shares of the Company's common stock at the Conversion Price of $0.40
per Share (subject to adjustments as provided in the Note).

DATED the ____ day of _________________, 20___.


_____________________________________
[NAME OF LENDER]


By: _________________________________
    Authorized Signatory