SUBSCRIPTION AGREEMENT

      THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement"),  dated as of _________,
2005, by and among Canwest Petroleum  Corporation,  a Colorado  corporation (the
"Company"),  and the subscribers identified on the signature page hereto (each a
"Subscriber" and collectively "Subscribers").

      WHEREAS, the Company and the Subscribers are executing and delivering this
Agreement in reliance upon an exemption from securities registration afforded by
the  provisions of Section 4(2),  Section 4(6) and/or  Regulation D ("Regulation
D") as promulgated by the United States Securities and Exchange  Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act").

      WHEREAS,  the  parties  desire  that,  upon the terms and  subject  to the
conditions   contained  herein,   the  Company  shall  issue  and  sell  to  the
Subscribers,  as provided herein, and the Subscribers,  in the aggregate,  shall
purchase up to Five  Million  Two Hundred  Thousand  Dollars  ($5,200,000)  (the
"Purchase Price") of principal amount of 8% secured convertible promissory notes
of the Company  ("Note" or "Notes"),  in the form attached  hereto as Exhibit A.
The  offer,  purchase  and  sale of the  Notes  pursuant  to the  terms  of this
Agreement are referred to as the "Offering."  The Notes will be guaranteed,  and
the guarantee on the Notes will be secured by certain property,  as described in
the form of  Security  Agreement  attached  hereto as  Exhibit  B. The Notes are
convertible  into shares of the  Company's  common  stock,  $.001 par value (the
"Common  Stock") at a per share  conversion  price set forth in the Note.  Share
purchase  warrants (the  "Warrants") in the form attached hereto as Exhibit C to
purchase  shares  of  Common  Stock  (the  "Warrant  Shares")  will be issued in
connection with the Notes, as described below. The Notes, shares of Common Stock
issuable  upon  conversion  of the Notes (the  "Shares"),  the  Warrants and the
Warrant Shares are collectively referred to herein as the "Securities"; and

      WHEREAS,  the  aggregate  proceeds  of the sale of the Notes  contemplated
hereby shall be held in escrow  pursuant to the terms of an Escrow  Agreement to
be executed by the parties  substantially in the form attached hereto as Exhibit
D (the  "Escrow  Agreement")  by and among the  Company,  Township  (as  defined
below),  Subscribers  and  Burns,  Figa  &  Will,  P.C.  (the  "Escrow  Agent").
Subscribers must sign the Escrow Agreement and wire funds to:

      Colorado Business Bank
      Routing Number (ABA Number) 102003206

      Account Name: Burns, Figa & Will, P.C. COLTAF Trust Account
      Account Number: 3163601 (Please note- no Swift Code necessary)

      NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and  other
agreements  contained in this Agreement,  the Company and the Subscribers hereby
agree as follows:

            1. Closing. The consummation of the transactions contemplated herein
shall take place at the offices of Burns,  Figa & Will,  P.C.,  6400 S. Fiddlers
Green  Circle,  Suite 1030,  Englewood,  CO 80111 upon the  satisfaction  of all
conditions to Closing set forth in this Agreement  ("Closing Date").  Subject to
the satisfaction or waiver of the terms and conditions of this Agreement, on the
Closing Date, each Subscriber  shall purchase and the Company shall sell to each
Subscriber a Note in the  principal  amount  designated  on the  signature  page
hereto for the consideration set forth on the signature page hereto.

            2. Use of Proceeds.  The proceeds of this  Offering  will be used by
the Company to attempt to purchase through its wholly owned subsidiary, Township
Petroleum Corporation ("Township"),  certain oil sands rights (the "Rights"), as
itemized and as described on Exhibit E.


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            3. Description of Refund Amount under Notes/Bonus Shares/Issuance of
Warrants.

                  (a) If  Township  is not  successful  on  any of its  bids  to
acquire Rights,  then any funds which are not used for the acquisition of Rights
or for the payment of fees in connection  with the bidding  process (the "Refund
Amount"),  will be returned to the Escrow  Agent as  described in Exhibit D. The
Escrow  Agent,  pursuant  to the Escrow  Agreement,  will pay the Refund  Amount
proportionately to the Subscribers. Such Refund Amount will be deducted from the
Principal  Sum owing  under the Notes and no  interest  shall be  payable on the
Refund Amount which is deducted from the Principal Sum pursuant to the Notes. In
lieu of interest on the Refund  Amount which is deducted  from the Principal Sum
the Company will issue to a Subscriber,  within 10 days of Subscriber's  receipt
of the Refund Amount,  10% of the Refund Amount  allocable to Notes held by each
such Subscriber,  payable in shares of the Company's common stock at a price per
share of $0.40 (the "Bonus Shares").

                  (b) Within 10 days of the sale of the Rights to Township,  the
Company will issue and deliver the Warrants to the Subscribers. One Warrant will
be issued for each $0.40 of "Adjusted  Purchase Price" outstanding on the Notes.
"Adjusted  Purchase  Price"  means all  remaining  principal  on the Notes after
allocation of all Refund Amounts.  Each Warrant shall be exercisable to purchase
one  Warrant  Share at an  exercise  price of $0.55,  subject  to  reduction  as
described in the  Warrant.  The Warrants  shall be  exercisable  until two years
after the issue date.

                  (c)  Subscribers  should  be aware  that,  until  the  Company
increases its authorized capital,  the Company is not able to reserve sufficient
shares for the  conversion  of the Notes and the exercise of the  Warrants.  The
Company has called for a shareholders  meeting to be held September 19, 2005, at
which shareholders will vote on a proposal to increase its authorized capital to
250,000,000  shares of Common Stock. The preliminary proxy statement  describing
the proposal was filed with the Securities and Exchange  Commission on August 3,
2005. Although management and affiliates of the Company have indicated that they
will be voting in favor of the proposals in the preliminary  proxy statement and
the Company believes the proposal will be approved by shareholders,  it does not
have proxies in hand to ensure such approval. The Company has been informed that
brokerage houses hold  discretionary  voting rights as to a substantial block of
shares  held by them.  The  Company  also has been  advised  that an increase in
authorized  capital is  generally an ordinary  resolution  by the New York Stock
Exchange  (the  governing  authority for the  brokerage  houses),  and it is the
policy of the  brokerage  houses to use  discretionary  voting rights to vote in
favor  of  the  resolutions  proposed  by  management,   unless  the  beneficial
shareholder directs them otherwise.

            4.  Subscriber's  Representations  and  Warranties.  Each Subscriber
hereby  represents  and  warrants to and agrees with the Company only as to such
Subscriber that:

                  (a)  Organization  and  Standing  of the  Subscribers.  If the
Subscriber is an entity, such Subscriber is a corporation,  partnership or other
entity duly  incorporated  or organized,  validly  existing and in good standing
under the laws of the jurisdiction of its incorporation or organization.

                  (b) Authorization and Power. Each Subscriber has the requisite
power and authority to enter into and perform this Agreement and to purchase the
Notes and  Warrants  being sold to it  hereunder.  The  execution,  delivery and
performance of this Agreement by such  Subscriber and the  consummation by it of
the  transactions  contemplated  hereby and thereby have been duly authorized by
all  necessary  corporate  or  partnership  action,  and no  further  consent or
authorization  of such  Subscriber  or its  Board  of  Directors,  stockholders,
partners, members, as the case may be, is required. This Agreement has been duly
authorized,  executed and  delivered by  Subscriber  and  constitutes,  or shall
constitute  when executed and delivered,  a valid and binding  obligation of the
Subscriber  enforceable  against the  Subscriber  in  accordance  with the terms
thereof.


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(Subscription Agreement)
<PAGE>

                  (c) No Conflicts.  The execution,  delivery and performance of
this  Agreement  and  the   consummation  by  Subscriber  of  the   transactions
contemplated  hereby  or  relating  hereto  do not and will not (i)  result in a
violation   of  such   Subscriber's   charter   documents  or  bylaws  or  other
organizational  documents or (ii) conflict  with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation  of any  agreement,  indenture or instrument or obligation to which
such  Subscriber is a party or by which its  properties or assets are bound,  or
result in a violation of any law, rule, or regulation, or any order, judgment or
decree of any court or governmental  agency applicable to such Subscriber or its
properties  (except for such  conflicts,  defaults and  violations as would not,
individually  or in the  aggregate,  have a  material  adverse  effect  on  such
Subscriber).   Such   Subscriber   is  not   required  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or to  purchase  the Notes or  acquire  the
Warrants in accordance with the terms hereof,  provided that for purposes of the
representation  made in this sentence,  such  Subscriber is assuming and relying
upon the accuracy of the relevant  representations and agreements of the Company
herein.

                  (d) Information on Company.  The Subscriber has been furnished
with or has had access at the EDGAR  Website of the  Commission to the Company's
Form  10-KSB for the year  ended  April 30,  2005 as filed with the  Commission,
together with all subsequently  filed Forms 10-QSB,  8-K, and other filings made
with the  Commission  available at the EDGAR  website  (hereinafter  referred to
collectively  as the  "Reports").  The  Subscriber has had an opportunity to ask
questions and receive answers from  representatives of the Company. In addition,
the Subscriber  has received in writing from the Company such other  information
concerning  its  operations,  financial  condition  and  other  matters  as  the
Subscriber has requested in writing (such other information is collectively, the
"Other Written  Information"),  and considered all factors the Subscriber  deems
material in deciding on the advisability of investing in the Securities.

                  (e) Information on Subscriber.  The Subscriber is, and will be
at the time of the  conversion  of the Notes and  exercise of the  Warrants,  an
"accredited  investor",  as such term is defined in Regulation D promulgated  by
the Commission  under the 1933 Act, is  experienced in investments  and business
matters,  has  made  investments  of a  speculative  nature  and  has  purchased
securities of United States  publicly-owned  companies in private  placements in
the past and, with its  representatives,  has such  knowledge and  experience in
financial, tax and other business matters as to enable the Subscriber to utilize
the  information  made available by the Company to evaluate the merits and risks
of and to make an informed  investment  decision  with  respect to the  proposed
purchase,  which  represents a speculative  investment.  The  Subscriber has the
authority and is duly and legally  qualified to purchase and own the Securities.
The  Subscriber  is able to bear the risk of such  investment  for an indefinite
period and to afford a complete loss thereof.  The  information set forth on the
signature page hereto  regarding the  Subscriber is accurate.  The Subscriber is
not  required  to be  registered  as a  broker-dealer  under  Section  15 of the
Securities  Exchange Act of 1934, as amended (the "1934 Act") and the Subscriber
is not a broker-dealer.

                  (f) Purchase of Notes and Warrants.  On the Closing Date,  the
Subscriber will purchase the Notes and Warrants as principal for its own account
for  investment  only and not with a view  toward,  or for resale in  connection
with, the public sale or any distribution thereof.


                                       3
(Subscription Agreement)
<PAGE>

                  (g) Compliance with Securities Act. The Subscriber understands
and agrees that the Securities  have not been  registered  under the 1933 Act or
any  applicable  state  securities  laws,  by  reason  of  their  issuance  in a
transaction that does not require registration under the 1933 Act (based in part
on the accuracy of the  representations  and warranties of Subscriber  contained
herein),  and that such Securities must be held indefinitely unless a subsequent
disposition is registered  under the 1933 Act or any applicable state securities
laws or is exempt from such registration.

                  (h) Shares  Legend.  The Shares and the Warrant  Shares  shall
bear the following or similar legend:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT
            BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
            AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY
            APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL  REASONABLY
            SATISFACTORY TO CANWEST PETROLEUM CORPORATION THAT SUCH REGISTRATION
            IS NOT REQUIRED."

                  (i) Warrants Legend. The Warrants shall bear the following

or similar legend:

            "THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS
            WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
            AS  AMENDED.  THIS  WARRANT  AND THE  COMMON  SHARES  ISSUABLE  UPON
            EXERCISE OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED
            OR  HYPOTHECATED  IN  THE  ABSENCE  OF  AN  EFFECTIVE   REGISTRATION
            STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE  STATE
            SECURITIES LAW OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
            CANWEST   PETROLEUM   CORPORATION  THAT  SUCH  REGISTRATION  IS  NOT
            REQUIRED."

                  (j) Note Legend. The Note shall bear the following legend:

            "THIS NOTE AND THE COMMON SHARES  ISSUABLE  UPON  CONVERSION OF THIS
            NOTE HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
            THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
            IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  AS TO THIS
            NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
            TO  CANWEST  PETROLEUM  CORPORATION  THAT SUCH  REGISTRATION  IS NOT
            REQUIRED."


                                       4
(Subscription Agreement)
<PAGE>

                  (k)  Communication  of Offer. The offer to sell the Securities
was directly  communicated to the Subscriber by the Company.  At no time was the
Subscriber  presented  with or solicited  by any leaflet,  newspaper or magazine
article,  radio  or  television  advertisement,  or any  other  form of  general
advertising  or solicited or invited to attend a promotional  meeting  otherwise
than in connection and concurrently with such communicated offer.

                  (l)  Authority;   Enforceability.  This  Agreement  and  other
agreements delivered together with this Agreement or in connection herewith have
been duly authorized, executed and delivered by the Subscriber and are valid and
binding  agreements  enforceable  in  accordance  with their  terms,  subject to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity; and Subscriber has full corporate
power and  authority  necessary  to enter  into this  Agreement  and such  other
agreements  and to  perform  its  obligations  hereunder  and  under  all  other
agreements entered into by the Subscriber relating hereto.

                  (m) Restricted  Securities.  Subscriber  understands  that the
Securities have not been registered  under the 1933 Act and such Subscriber will
not sell, offer to sell, assign,  pledge,  hypothecate or otherwise transfer any
of the Securities unless pursuant to an effective  registration  statement under
the  1933  Act,  or  unless  an  exemption  from   registration   is  available.
Notwithstanding  anything to the  contrary  contained  in this  Agreement,  such
Subscriber may transfer (without restriction and without the need for an opinion
of counsel) the Securities to its  Affiliates  (as defined below)  provided that
each such  Affiliate is an  "accredited  investor"  under  Regulation D and such
Affiliate agrees to be bound by the terms and conditions of this Agreement.  For
the purposes of this Agreement, an "Affiliate" of any person or entity means any
other person or entity  directly or  indirectly  controlling,  controlled  by or
under direct or indirect  common  control with such person or entity.  Affiliate
includes  each  subsidiary  of the  Company.  For  purposes of this  definition,
"control"  means the power to direct the  management and policies of such person
or firm,  directly  or  indirectly,  whether  through  the  ownership  of voting
securities, by contract or otherwise.

                  (n) No Governmental  Review. Each Subscriber  understands that
no United  States  federal or state  agency or any other  governmental  or state
agency has passed on or made recommendations or endorsement of the Securities or
the  suitability of the  investment in the Securities nor have such  authorities
passed upon or endorsed the merits of the offering of the Securities.

                  (o) Correctness of Representations. Each Subscriber represents
as to such Subscriber that the foregoing representations and warranties are true
and correct as of the date hereof and,  unless a Subscriber  otherwise  notifies
the  Company  prior to the  Closing  Date  shall be true and  correct  as of the
Closing Date.

                  (p) Survival.  The foregoing  representations  and  warranties
shall survive the Closing Date for a period of three years.

            5. Company  Representations  and Warranties.  The Company represents
and warrants to and agrees with each Subscriber that:

                  (a)  Due   Incorporation.   The   Company   and  each  of  its
Subsidiaries  is a corporation or other entity duly  incorporated  or organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation or organization  and has the requisite  corporate power to own its
properties and to carry on its business as presently conducted.  The Company and
each of its  Subsidiaries  is duly  qualified  as a  foreign  corporation  to do
business and is in good  standing in each  jurisdiction  where the nature of the
business conducted or property owned by it makes such  qualification  necessary,
other than those jurisdictions in which the failure to so qualify would not have
a Material Adverse Effect.  For purposes of this Agreement,  a "Material Adverse
Effect" shall mean a material adverse effect on the financial condition, results
of operations,  properties or business of the Company and its Subsidiaries taken
as a whole. For purposes of this Agreement,  "Subsidiary" means, with respect to
any entity at any date, any corporation, limited or general partnership, limited
liability company, trust, estate,  association,  joint venture or other business
entity of which more than 50% of (i) the  outstanding  capital  stock having (in
the absence of  contingencies)  ordinary voting power to elect a majority of the
board of directors or other managing body of such entity,  (ii) in the case of a
partnership or limited liability company, the interest in the capital or profits
of such  partnership  or  limited  liability  company  or (iii) in the case of a
trust,  estate,  association,  joint  venture or other  entity,  the  beneficial
interest in such trust, estate,  association or other entity business is, at the
time of determination, owned or controlled directly or indirectly through one or
more intermediaries,  by such entity. All the Company's  Subsidiaries are listed
in the Reports.


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(Subscription Agreement)
<PAGE>

                  (b) Outstanding  Stock.  All issued and outstanding  shares of
capital stock of the Company has been duly authorized and validly issued and are
fully paid and nonassessable.

                  (c) Authority;  Enforceability.  This Agreement, the Note, the
Warrants and the Escrow Agreement,  and any other agreements  delivered together
with  this  Agreement  or  in  connection  herewith  (collectively  "Transaction
Documents") have been duly authorized, executed and delivered by the Company and
are valid and binding  agreements  enforceable  in accordance  with their terms,
subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors' rights generally and to general principles of equity. The Company has
full  corporate  power and  authority  necessary  to enter into and  deliver the
Transaction Documents and to perform its obligations thereunder.

                  (d) Additional Issuances.  There are no outstanding agreements
or preemptive or similar rights  affecting the Company's  common stock or equity
and no  outstanding  rights,  warrants  or options to  acquire,  or  instruments
convertible  into or  exchangeable  for, or  agreements or  understandings  with
respect to the sale or issuance  of any shares of common  stock or equity of the
Company or other  equity  interest  in any of the  Subsidiaries  of the  Company
except as described on Schedule 5(d).

                  (e) Consents. No consent, approval,  authorization or order of
any court,  governmental  agency or body or arbitrator having  jurisdiction over
the Company, or any of its Affiliates, the OTC Bulletin Board ("Bulletin Board")
nor the Company's  shareholders  is required for the execution by the Company of
the  Transaction  Documents and compliance and performance by the Company of its
obligations under the Transaction Documents,  including, without limitation, the
issuance and sale of the Securities.

                  (f) No Violation or Conflict. Assuming the representations and
warranties  of the  Subscribers  in Section 4 are true and correct,  neither the
issuance  and  sale of the  Securities  nor  the  performance  of the  Company's
obligations  under this Agreement and all other  agreements  entered into by the
Company relating thereto by the Company will:

                        (i) violate,  conflict  with,  result in a breach of, or
constitute  a default  (or an event which with the giving of notice or the lapse
of time or both would be reasonably  likely to  constitute a default)  under (A)
the articles or certificate of incorporation,  charter or bylaws of the Company,
(B) to the Company's knowledge, any decree, judgment,  order, law, treaty, rule,
regulation or determination applicable to the Company of any court, governmental
agency or body, or arbitrator  having  jurisdiction over the Company or over the
properties or assets of the Company or any of its  Affiliates,  (C) the terms of
any  bond,  debenture,  note  or any  other  evidence  of  indebtedness,  or any
agreement, stock option or other similar plan, indenture,  lease, mortgage, deed
of trust or other  instrument to which the Company or any of its Affiliates is a
party,  by which the Company or any of its Affiliates is bound,  or to which any
of the properties of the Company or any of its Affiliates is subject, or (D) the
terms of any  "lock-up"  or similar  provision  of any  underwriting  or similar
agreement to which the Company,  or any of its  Affiliates is a party except the
violation,  conflict,  breach,  or  default  of which  would not have a Material
Adverse Effect; or


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(Subscription Agreement)
<PAGE>

                        (ii) result in the creation or  imposition  of any lien,
charge or encumbrance upon the Securities or any of the assets of the Company or
any of its Affiliates except as described herein; or

                        (iii)  result  in the  activation  of any  anti-dilution
rights or a reset or repricing of any debt or security  instrument  of any other
creditor or equity holder of the Company,  nor result in the acceleration of the
due date of any obligation of the Company.

                  (g) The Securities. The Securities upon issuance:

                        (i) are,  or will be,  free  and  clear of any  security
interests,  liens,  claims or other  encumbrances,  subject to restrictions upon
transfer under the 1933 Act and any applicable state securities laws;

                        (ii) have been, or will be, duly and validly  authorized
and on the date of issuance of the Shares and upon exercise of the Warrants, the
Shares  and  Warrant  Shares  will be duly and  validly  issued,  fully paid and
nonassessable  (after the  Company's  increase  in  authorized  capital  becomes
effective) or if registered  pursuant to the 1933 Act, and resold pursuant to an
effective  registration  statement  and  prospectus  delivery  requirements  are
satisfied, will be free trading and unrestricted);

                        (iii) will not have been issued or sold in  violation of
any  preemptive or other similar  rights of the holders of any securities of the
Company;

                        (iv) will not subject  the  holders  thereof to personal
liability by reason of being such holders; and

                        (v)  assuming  the  representations  warranties  of  the
Subscribers  as set forth in  Section 4 hereof  are true and  correct,  will not
result in a violation of Section 5 under the 1933 Act.

                  (h) Litigation.  There is no pending or, to the best knowledge
of the Company,  threatened action, suit, proceeding or investigation before any
court,  governmental  agency or body, or arbitrator having jurisdiction over the
Company, or any of its Affiliates that would affect the execution by the Company
or the  performance  by the  Company of its  obligations  under the  Transaction
Documents.  Except as disclosed in the Reports or in the schedules hereto, there
is no pending or, to the best knowledge of the Company,  basis for or threatened
action, suit, proceeding or investigation before any court,  governmental agency
or body,  or  arbitrator  having  jurisdiction  over the Company,  or any of its
Affiliates  which  litigation  if  adversely  determined  would  have a Material
Adverse Effect.

                  (i) Reporting Company. The Company is a publicly-held  company
subject to reporting  obligations pursuant to Section 13 of the 1934 Act and has
a class of common shares  registered  pursuant to Section 12(g) of the 1934 Act.
Pursuant to the  provisions  of the 1934 Act,  the Company has filed all reports
and other materials  required to be filed thereunder with the Commission  during
the preceding twelve months.


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(Subscription Agreement)
<PAGE>

                  (j) No Market  Manipulation.  The Company  and its  Affiliates
have not taken, and will not take,  directly or indirectly,  any action designed
to, or that might reasonably be expected to, cause or result in stabilization or
manipulation  of the price of the Common Stock to facilitate  the sale or resale
of the  Securities or affect the price at which the  Securities may be issued or
resold.

                  (k) Information  Concerning  Company.  The Reports contain all
material  information  relating to the Company and its  operations and financial
condition  as of their  respective  dates  which  information  is required to be
disclosed therein.  Since the date of the financial  statements  included in the
Reports,  and except as  modified  in the Other  Written  Information  or in the
Schedules  hereto,  there has been no  Material  Adverse  Event  relating to the
Company's business, financial condition or affairs not disclosed in the Reports.
The Reports do not contain any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in light of the circumstances when made.

                  (l)  Stop  Transfer.  The  Company  will  not  issue  any stop
transfer  order or other order  impeding the sale,  resale or delivery of any of
the  Securities,  except as may be required by any  applicable  federal or state
securities laws and unless  contemporaneous  notice of such instruction is given
to the Subscriber.

                  (m) Defaults.  The Company is not in violation of its articles
of  incorporation  or bylaws.  The  Company  is (i) not in  default  under or in
violation of any other  material  agreement or instrument to which it is a party
or by which it or any of its properties are bound or affected,  which default or
violation would have a Material Adverse Effect, (ii) not in default with respect
to any order of any  court,  arbitrator  or  governmental  body or subject to or
party to any order of any court or  governmental  authority  arising  out of any
action, suit or proceeding under any statute or other law respecting  antitrust,
monopoly, restraint of trade, unfair competition or similar matters, or (iii) to
the Company's  knowledge not in violation of any statute,  rule or regulation of
any governmental authority which violation would have a Material Adverse Effect.

                  (n) No General  Solicitation.  Neither the Company, nor any of
its Affiliates,  nor to its knowledge, any person acting on its or their behalf,
has engaged in any form of general  solicitation or general  advertising (within
the meaning of Regulation D under the 1933 Act) in connection  with the offer or
sale of the Securities.

                  (o) Listing. The Common Stock is quoted on the Bulletin Board.
The Company has not received any oral or written notice that the Common Stock is
not eligible nor will become  ineligible for quotation on the Bulletin Board nor
that the Common Stock does not meet all  requirements  for the  continuation  of
such quotation and the Company  satisfies all the requirements for the continued
quotation of the Common Stock on the Bulletin Board.

                  (p) No Undisclosed Liabilities. The Company has no liabilities
or obligations which are material,  individually or in the aggregate,  which are
not  disclosed in the Reports and Other  Written  Information,  other than those
incurred in the ordinary course of the Company's businesses since April 30, 2005
and which,  individually  or in the aggregate,  would  reasonably be expected to
have a Material Adverse Effect.


                                       8
(Subscription Agreement)
<PAGE>

                  (q)  Capitalization.  The authorized and  outstanding  capital
stock of the Company as of the date of this  Agreement and the Closing Date (not
including the Securities) are set forth on Schedule 5(d). Except as set forth on
Schedule  5(d),  there are no  options,  warrants,  or rights to  subscribe  to,
securities, rights or obligations convertible into or exchangeable for or giving
any right to subscribe  for any shares of capital  stock of the Company.  All of
the outstanding shares of Common Stock of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable.

                  (r) Dilution.  The Company's  executive officers and directors
understand the nature of the Securities being sold hereby and recognize that the
issuance of the Securities  will have a potential  dilutive effect on the equity
holdings of other holders of the Company's equity or rights to receive equity of
the Company.  The board of directors of the Company has  concluded,  in its good
faith  business  judgment  that the  issuance of the  Securities  is in the best
interests  of the  Company.  The  Company  specifically  acknowledges  that  its
obligation  to issue the Shares upon  conversion  of the Notes,  and the Warrant
Shares upon exercise of the Warrants is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership  interests of
other  shareholders of the Company or parties  entitled to receive equity of the
Company.

                  (s)  Correctness of  Representations.  The Company  represents
that the foregoing representations and warranties are true and correct as of the
date hereof in all material respects, and, unless the Company otherwise notifies
the  Subscribers  prior to the  Closing  Date,  shall be true and correct in all
material respects as of the Closing Date.

                  (t) Survival.  The foregoing  representations  and  warranties
shall survive the Closing Date for a period of three years.

            6.  Regulation D Offering.  The offer and issuance of the Securities
to the Subscribers is being made pursuant to the exemption from the registration
provisions  of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933
Act and/or Rule 506 of Regulation D promulgated thereunder.

            7.1. Conversion of Note.

                  (a) Upon the conversion of a Note or part thereof, the Company
shall, at its own cost and expense, take all necessary action to assure that the
Company's  transfer  agent  shall  issue  stock  certificates  in  the  name  of
Subscriber  (or its nominee) or such other  persons as  designated by Subscriber
and in such denominations to be specified at conversion  representing the number
of shares of Common Stock issuable upon such conversion.

                  (b)  Subscriber  will give notice of its  decision to exercise
its right to convert the Note, interest, any sum due to the Subscriber under the
Transaction Documents,  or part thereof by telecopying an executed and completed
Notice of  Conversion  (a form of which is  annexed as Exhibit A to the Note) to
the Company via  confirmed  telecopier  transmission  or  otherwise  pursuant to
Section  13(a)  of this  Agreement.  The  Subscriber  will  not be  required  to
surrender the Note until the Note has been fully  converted or  satisfied.  Each
date on which a Notice of  Conversion is telecopied to the Company in accordance
with the provisions  hereof shall be deemed a Conversion  Date. The Company will
itself or cause the Company's  transfer  agent to transmit the Company's  Common
Stock certificates  representing the Shares issuable upon conversion of the Note
to the Subscriber via express courier for receipt by such Subscriber  within ten
business  days after  receipt by the Company of the Notice of  Conversion  (such
tenth day being the "Delivery  Date").  A Note  representing  the balance of the
Note not so  converted  will be  provided by the  Company to the  Subscriber  if
requested by Subscriber,  provided the Subscriber  delivers the original Note to
the Company.  In the event that a Subscriber  elects not to surrender a Note for
reissuance upon partial payment or conversion, the Subscriber hereby indemnifies
the Company  against any and all loss or damage  attributable  to a  third-party
claim in an amount in excess of the actual amount then due under the Note.


                                       9
(Subscription Agreement)
<PAGE>

                  (c) Nothing  contained  herein or in any document  referred to
herein or  delivered  in  connection  herewith  shall be deemed to  establish or
require  the  payment of a rate of  interest  or other  charges in excess of the
maximum  permitted by applicable  law. In the event that the rate of interest or
dividends  required  to be paid or other  charges  hereunder  exceed the maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts owed by the Company to the  Subscriber and thus refunded to the
Company.

            7.2.  Maximum  Conversion.  The Subscriber  shall not be entitled to
convert on a  Conversion  Date that amount of the Note in  connection  with that
number of shares of Common  Stock which would be in excess of the sum of (i) the
number of shares of common stock  beneficially  owned by the  Subscriber and its
Affiliates on a Conversion  Date,  and (ii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this  provision  is being made on a  Conversion  Date,  which would result in
beneficial  ownership by the Subscriber and its Affiliates of more than 4.99% of
the outstanding  shares of common stock of the Company on such Conversion  Date.
For  the  purposes  of the  provision  to the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.
Subject to the  foregoing,  the  Subscriber  shall not be  limited to  aggregate
conversions of only 4.99% and aggregate conversions by the Subscriber may exceed
4.99%.  The  Subscriber may waive the  conversion  limitation  described in this
Section 7.2, in whole or in part, or increase the permitted beneficial ownership
amount upon and effective after 61 days prior written notice to the Company. The
Subscriber may allocate  which of the equity of the Company deemed  beneficially
owned by the Subscriber  shall be included in the 4.99% amount  described  above
and which shall be allocated to the excess above 4.99%.

            7.3.  No  Conversion  Until  Increase  in  Authorized  Capital.  The
Subscriber  understands and acknowledges  that none of the principal or interest
under the Notes may be converted  until the Company has increased its authorized
capital.

            8.  Finder's Fee. The Company on the one hand,  and each  Subscriber
(for himself  only) on the other hand,  agree to indemnify the other against and
hold the other  harmless from any and all  liabilities  to any persons  claiming
brokerage  commissions or finder's fees on account of services purported to have
been  rendered  on  behalf of the  indemnifying  party in  connection  with this
Agreement  or the  transactions  contemplated  hereby  and  arising  out of such
party's actions. The Company represents that there are no other parties entitled
to  receive  fees,  commissions,  or similar  payments  in  connection  with the
Offering except as described on Schedule 8(a) hereto.

            9. Registration Rights.

            9.1  Mandatory  Registration.  If  Township  acquires  any Rights to
Posted  Lands (as  described on Exhibit E), then the Company  shall  prepare and
file with the Securities and Exchange  Commission (the  "Commission"),  no later
than 60 days  after the date the first  Rights are  acquired  by  Township  (the
"Filing Date"),  a registration  statement  covering the resale of the following
securities  under the Securities  Act (the  "Registration  Statement"):  (i) the
number of  shares  of Common  Stock  into  which  the Notes  could be  converted
(whether as  conversion of the principal sum under the Notes or any Bonus Shares
issuable thereunder and as defined  thereunder);  plus (ii) the number of shares
issuable as interest on the Notes for one year from issuance of the Notes;  plus
(iii) the number of shares of Common Stock  underlying  the Warrants;  plus (iv)
any Initial Penalty Shares and Periodic  Penalty Shares (both as defined below).
The  shares  described  in (i) thru  (iv) are  collectively  referred  to as the
Registrable  Securities.  In the  event  that  the  Company  does  not  file the
Registration  Statement  by  the  Filing  Date,  the  Company  shall  pay to the
Subscriber a penalty of 2% of the principal sum and accrued  interest,  for each
30 day period  thereafter (or pro rata based upon the date that the Registration
Statement is filed) in the same manner as the Periodic  Penalty Shares are paid,
as described below. Such penalty will be paid in shares of the Common Stock (the
"Initial Penalty  Shares"),  with the price per share determined by reference to
the date such Initial Penalty Shares are accrued. Notwithstanding the foregoing,
the amounts  payable by the  Company  pursuant  to this  provision  shall not be
payable  to the  extent  any  delay  in the  effectiveness  of the  Registration
Statement  occurs because of an act of, or a failure to act, or a failure to act
timely by the Subscriber or its counsel.


                                       10
(Subscription Agreement)
<PAGE>

            9.2 Piggyback  Rights for Bonus  Shares.  In the event no Rights are
acquired by Township,  and therefore section 9.1 mandatory registration does not
apply, then the Bonus Shares shall have piggyback  registration  rights pursuant
to which Can West will  register  the Bonus  Shares for resale,  as follows:  If
CanWest files a resale  registration  statement on Form SB-2 at any time 60 days
after the issuance of the Bonus  Shares,  then CanWest  shall  include the Bonus
Shares in such registration statement, subject to customary underwriter cutbacks
and  receipt by CanWest of  appropriate  information  and  representations  from
holders of the Bonus Shares. This piggyback registration right shall expire once
holders of the Bonus Shares are  eligible to sell the Bonus  Shares  pursuant to
Rule 144 under the Securities Act of 1933.

            9.3 Payments by the Company. If the Registration  Statement covering
the  Registrable  Securities  required  to be filed by the  Company  pursuant to
Section 9.1 hereof is not  effective  within 120 days after the Filing Date (the
"Initial  Date"),  then the Company will make periodic  penalty  payments to the
Investor  as  described  below.  The  amount  to be paid by the  Company  to the
Investor shall be determined as of each Computation Date (as defined below), and
such amount shall be equal to2% of the principal sum and the accrued interest on
the Notes (the "Outstanding  Balance") for the period from the first Computation
Date to the second Computation Date, and 2% of the Outstanding  Balance for each
Computation  Date  thereafter,  pro  rata  to the  date  that  the  Registration
Statement is declared effective by the Commission.  Such penalty will be paid in
shares of Common Stock (the "Periodic Penalty Shares"), with the price per share
determined  by reference to each date the Periodic  Penalty  Shares are accrued.
Notwithstanding  the foregoing,  the amounts payable by the Company  pursuant to
this provision shall not be payable to the extent any delay in the effectiveness
of the Registration  Statement occurs because of an act of, or a failure to act,
or a failure to act timely by the Investor or its counsel.

            "Computation Date" means the date which is 120 days after the Filing
Date, if the Registration  Statement has not theretofore been declared effective
by the  Commission,  each date which is 30 days after the  previous  Computation
Date until such Registration Statement is so declared effective.

            9.3 Registration Procedures.  The Company shall use its best efforts
to:

                  (a)  Prepare  and file with the  Commission  the  Registration
Statement,  cause  the  Registration  Statement  to become  effective  under the
Securities Act as soon as  practicable  after the filing  thereof,  and keep the
Registration  Statement  effective  under the  Securities  Act until the date on
which all Subscribers can sell the Registrable  Securities  pursuant to Rule 144
of the Securities Act without restriction under Rule 144(e) thereof.


                                       11
(Subscription Agreement)
<PAGE>

                  (b)  Prepare  and file  with the  Commission  such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement and the prospectus used in connection with the Registration  Statement
as may be  necessary  to keep the  Registration  Statement  effective  under the
Securities Act at all times until the date on which all Subscribers can sell the
Registrable  Securities  pursuant  to Rule  144 of the  Securities  Act  without
restriction under Rule 144(e) thereof,  and to comply with the provisions of the
Securities Act with respect to the disposition of all securities  covered by the
Registration Statement.

                  (c) Furnish promptly to the Subscribers such numbers of copies
of a prospectus,  including a preliminary  prospectus,  and all  amendments  and
supplements  thereto, in conformity with the requirements of the Securities Act,
and such other documents as the  Subscribers may reasonably  request in order to
facilitate the disposition of Registrable Securities.

                  (d)  Register  and  qualify  the  securities  covered  by  the
Registration  Statement  under  such other  securities  or Blue Sky laws of such
jurisdictions as shall be reasonably  requested by the Subscribers,  and prepare
and  file in  those  jurisdictions  such  amendments  (including  post-effective
amendments)  and  supplements and take such other actions as may be necessary to
maintain such  registration  and  qualification in effect at all times until the
date on which all Subscribers can sell the  Registrable  Securities  pursuant to
Rule 144 of the Securities Act without  restriction  under Rule 144(e)  thereof,
and to take all other actions  necessary or advisable to enable the  disposition
of such securities in such jurisdictions;  provided,  however,  that the Company
shall be required to file only in such states where such registration  would not
be unreasonably  expensive or burdensome;  and provided further that the Company
shall not be required in connection  therewith,  or as a condition  thereto,  to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions or to provide any undertaking or make any change in
its charter or by-laws which the Board of Directors determines to be contrary to
the best interest of the Company and its stockholders.

                  (e)  Notify  the  Subscribers,  at any time when a  prospectus
relating to  Registrable  Securities  covered by the  Registration  Statement is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in the Registration  Statement,  as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading.   The  Company  shall  promptly  amend  or
supplement the  Registration  Statement to correct any such untrue  statement or
omission.

                  (f) Notify the  Subscribers  of the issuance by the Commission
or  any  state   securities   commission  of  any  stop  order   suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for such purpose.  The Company will make every reasonable  effort to prevent the
issuance  of any stop  order and,  if any stop  order is  issued,  to obtain the
lifting thereof at the earliest possible time.

                  (g) Permit a single firm of counsel  designated by the holders
of  a  majority  in  interest  of  the  Registrable  Securities  to  review  the
Registration  Statement and all amendments and supplements  thereto a reasonable
period of time prior to their  filing,  and not file any  document  in a form to
which such counsel reasonably objects.

                  (h)  If  the  Common  Stock  is  then  listed  on  a  national
securities  exchange,  cause  the  Registrable  Securities  to be listed on such
exchange.  If the  Common  Stock is not then  listed  on a  national  securities
exchange,  facilitate the reporting of the Registrable  Securities on the Nasdaq
Over the Counter  Bulletin  Board,  the Nasdaq  SmallCap  Market,  or the Nasdaq
National Market, as applicable.

                  (i)  Provide a transfer  agent and  registrar,  which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement under the Securities Act.


                                       12
(Subscription Agreement)
<PAGE>

                  (j) Take all actions  reasonably  necessary to facilitate  the
timely  preparation  and delivery of  certificates  bearing,  as provided in the
Subscription  Agreement,  representing  the  Registrable  Securities  to be sold
pursuant to the Registration  Statement and to enable such certificates to be in
such  denominations  and  registered  in such  names as the  Subscribers  or any
underwriters may reasonably request.

                  (k) Take all other  reasonable  actions  necessary to expedite
and facilitate  disposition by the  Subscribers  of the  Registrable  Securities
pursuant to the Registration Statement.

            9.4. Indemnification and Contribution.

                  (a)  In  the  event  of  a  registration  of  any  Registrable
Securities  under the 1933 Act pursuant to Section 11, the Company  will, to the
extent permitted by law, indemnify and hold harmless the Seller, each officer of
the Seller,  each director of the Seller,  each  underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such Seller or
underwriter  within the meaning of the 1933 Act,  against  any  losses,  claims,
damages  or  liabilities,  joint  or  several,  to  which  the  Seller,  or such
underwriter  or  controlling  person  may become  subject  under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under  which  such  Registrable  Securities  was  registered  under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the  circumstances  when made, and will subject to the provisions of
Section  11.4  reimburse  the  Seller,  each  such  underwriter  and  each  such
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action; provided,  however, that the Company shall not be liable to
the Seller to the extent that any such damages arise out of or are based upon an
untrue  statement  or omission  made in any  preliminary  prospectus  if (i) the
Seller failed to send or deliver a copy of the final prospectus delivered by the
Company to the Seller with or prior to the delivery of written  confirmation  of
the sale by the Seller to the person asserting the claim from which such damages
arise,  (ii) the final  prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged  omission,  or (iii) to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission so made in conformity with information furnished by any such Seller, or
any such controlling person.

                  (b) In the event of a registration  of any of the  Registrable
Securities  under the 1933 Act pursuant to Section 11, each Seller severally but
not jointly  will, to the extent  permitted by law,  indemnify and hold harmless
the  Company,  and each person,  if any,  who  controls  the Company  within the
meaning of the 1933 Act, each officer of the Company who signs the  registration
statement,  each director of the Company,  each  underwriter and each person who
controls any underwriter within the meaning of the 1933 Act, against all losses,
claims,  damages or liabilities,  joint or several, to which the Company or such
officer,  director,  underwriter or controlling  person may become subject under
the  1933  Act  or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the  registration   statement  under  which  such  Registrable  Securities  were
registered under the 1933 Act pursuant to Section 11, any preliminary prospectus
or final prospectus  contained therein,  or any amendment or supplement thereof,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading,  and will reimburse the Company and each such
officer,  director,  underwriter and  controlling  person for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action, provided,  however,
that the  Seller  will be liable  hereunder  in any such case if and only to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission made in reliance upon and in conformity with information  pertaining to
such Seller, as such, furnished to the Company by such Seller.


                                       13
(Subscription Agreement)
<PAGE>

                  (c) Promptly after receipt by an indemnified  party  hereunder
of notice of the commencement of any action,  such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,  but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such  indemnified  party  other than under  this  Section  9.4 and shall only
relieve it from any liability which it may have to such indemnified  party under
this Section 9.4, except and only if and to the extent the indemnifying party is
prejudiced by such  omission.  In case any such action shall be brought  against
any  indemnified  party  and it  shall  notify  the  indemnifying  party  of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and  undertake  the defense  thereof
with counsel  satisfactory to such indemnified party, and, after notice from the
indemnifying  party to such  indemnified  party of its election so to assume and
undertake the defense  thereof,  the  indemnifying  party shall not be liable to
such  indemnified  party  under  this  Section  11.6(c)  for any legal  expenses
subsequently  incurred by such indemnified  party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected,  provided,  however,  that,  if the  defendants  in any such action
include  both  the  indemnified  party  and  the  indemnifying   party  and  the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it  which  are  different  from or  additional  to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may be deemed to conflict  with the  interests  of the  indemnifying
party, the indemnified  parties,  as a group, shall have the right to select one
separate  counsel and to assume such legal defenses and otherwise to participate
in the defense of such  action,  with the  reasonable  expenses and fees of such
separate  counsel  and  other  expenses  related  to  such  participation  to be
reimbursed by the indemnifying party as incurred.

                  (d) In order to provide for just and equitable contribution in
the event of joint  liability under the 1933 Act in any case in which either (i)
a  Seller,  or  any  controlling   person  of  a  Seller,   makes  a  claim  for
indemnification pursuant to this Section 9.4 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such  indemnification may not be enforced in such case  notwithstanding the fact
that this  Section  9.4  provides  for  indemnification  in such  case,  or (ii)
contribution  under the 1933 Act may be  required  on the part of the  Seller or
controlling  person of the Seller in circumstances for which  indemnification is
not provided  under this Section 9.4;  then,  and in each such case, the Company
and the Seller will  contribute  to the  aggregate  losses,  claims,  damages or
liabilities  to which they may be subject  (after  contribution  from others) in
such  proportion  so that  the  Seller  is  responsible  only  for  the  portion
represented by the percentage  that the public  offering price of its securities
offered by the registration  statement bears to the public offering price of all
securities offered by such registration statement,  provided,  however, that, in
any such case,  (y) the Seller will not be required to contribute  any amount in
excess of the public  offering price of all such  securities sold by it pursuant
to such registration statement; and (z) no person or entity guilty of fraudulent
misrepresentation  (within  the  meaning of Section 9.4 of the 1933 Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent misrepresentation.


                                       14
(Subscription Agreement)
<PAGE>

            10. Participation Rights

      Except for Excepted  Issuances  (as defined  below),  if the Company shall
offer,  issue or agree to issue (at any time  while the  Notes or  Warrants  are
outstanding) any common stock or securities  convertible into or exercisable for
shares of common stock (or modify any of the foregoing which may be outstanding)
to any person or entity at a price per share or conversion or exercise price per
share which shall be less than the Conversion Price in respect of the Shares, or
if less than the  Warrant  exercise  price in  respect  of the  Warrant  Shares,
without  the  consent of each  Subscriber  holding  Notes or  Warrants  then the
Conversion  Price and Warrant  Exercise Price shall  automatically be reduced to
such other lower price per share.  If as a result of the reduction in Conversion
Price more shares are issued than covered in a registration statement,  then the
shares  not  covered  by  the  registration   statement  shall  have  piggy-back
registration rights.

      Excepted  Issuances is defined as and includes:  (A) the conversion of the
Notes or the exercise of the Warrants (B) the exercise of any warrants, options,
convertible  notes or other  derivative  securities  outstanding  on the Closing
Date,  (C) the issuance (at issuance or exercise  prices at or above fair market
value) of Common Stock,  stock awards or options  under,  or the exercise of any
options granted pursuant to, any  Board-approved  employee stock option or bonus
or similar plan for the issuance of options or capital stock of the Corporation,
(D) the  issuance  of shares  of Common  Stock in  connection  with a  bona-fide
strategic transaction, partnership or acquisition, (E) the issuance of shares of
Common Stock in connection with a bona-fide  public offering or (F) the issuance
of shares of Common Stock pursuant to a stock split,  combination or subdivision
of the outstanding shares of Common Stock.

            11. Miscellaneous.

                  (a)  Notices.  All  notices,  demands,   requests,   consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such  communications  shall be: (i) if to the  Company,  to:  Canwest  Petroleum
Corporation,  206-475 Howe Street, Vancouver,  British Columbia, Canada V6C 2B3,
Attn:  Thornton J. Donaldson , CEO, telecopier number:  (604) 687-8789,  with an
additional  copy only to:  George Orr,  Suite  420-475 Howe  Street,  Vancouver,
British Columbia, Canada V6C 2B3, telecopier number: (604) 606-7980, and (ii) if
to the  Subscribers,  to:  the  one or more  addresses  and  telecopier  numbers
indicated on the signature pages hereto.

                  (b) Entire  Agreement;  Assignment.  This  Agreement and other
documents  delivered  in  connection  herewith  represent  the entire  agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties.  Neither the Company nor the
Subscribers have relied on any  representations  not contained or referred to in
this Agreement and the documents delivered  herewith.  No right or obligation of
the Company shall be assigned without prior notice to and the written consent of
the Subscribers.


                                       15
(Subscription Agreement)
<PAGE>

                  (c) Counterparts/Execution.  This Agreement may be executed in
any number of counterparts and by the different  signatories  hereto on separate
counterparts,  each of which, when so executed, shall be deemed an original, but
all such  counterparts  shall constitute but one and the same  instrument.  This
Agreement  may be executed by  facsimile  signature  and  delivered by facsimile
transmission.

                  (d) Law Governing  this  Agreement.  This  Agreement  shall be
governed by and construed in  accordance  with the laws of the State of Colorado
without  regard  to  conflicts  of laws  principles  that  would  result  in the
application of the substantive laws of another jurisdiction.  Any action brought
by either party against the other  concerning the  transactions  contemplated by
this  Agreement  shall be brought only in the state courts of Colorado or in the
federal courts located in the state of Colorado. The parties and the individuals
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The  prevailing  party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Agreement or any other  agreement  delivered in
connection  herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed  inoperative to the extent that
it may  conflict  therewith  and shall be deemed  modified to conform  with such
statute  or  rule of  law.  Any  such  provision  which  may  prove  invalid  or
unenforceable  under any law shall not affect the validity or  enforceability of
any other provision of any agreement.

                  (e) Specific Enforcement, Consent to Jurisdiction. The Company
and Subscriber  acknowledge and agree that irreparable damage would occur in the
event  that  any of the  provisions  of this  Agreement  were not  performed  in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly agreed that the parties shall be entitled to one or more preliminary
and final  injunctions  to prevent or cure  breaches of the  provisions  of this
Agreement and to enforce  specifically  the terms and  provisions  hereof,  this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity. Subject to Section 10(d) hereof, each of the Company,  Subscriber
and any signator hereto in his personal  capacity hereby waives,  and agrees not
to  assert in any such  suit,  action or  proceeding,  any claim  that it is not
personally subject to the jurisdiction in New York of such court, that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit, action or proceeding is improper. Nothing in this Section shall affect
or limit any right to serve process in any other manner permitted by law.


                                       16
(Subscription Agreement)
<PAGE>

                  (f)   Independent   Nature   of   Subscribers.   The   Company
acknowledges  that the  obligations  of each  Subscriber  under the  Transaction
Documents  are  several  and  not  joint  with  the  obligations  of  any  other
Subscriber,  and  no  Subscriber  shall  be  responsible  in  any  way  for  the
performance of the  obligations of any other  Subscriber  under the  Transaction
Documents.  The Company  acknowledges  that each Subscriber has represented that
the decision of each  Subscriber  to purchase  Securities  has been made by such
Subscriber  independently  of any  other  Subscriber  and  independently  of any
information,  materials,  statements  or opinions as to the  business,  affairs,
operations, assets, properties,  liabilities,  results of operations,  condition
(financial or otherwise) or prospects of the Company which may have been made or
given  by any  other  Subscriber  or by  any  agent  or  employee  of any  other
Subscriber,  and no Subscriber or any of its agents or employees  shall have any
liability to any  Subscriber  (or any other person)  relating to or arising from
any  such   information,   materials,   statements  or  opinions.   The  Company
acknowledges that nothing contained in any Transaction  Document,  and no action
taken by any Subscriber pursuant hereto or thereto  (including,  but not limited
to, the (i)  inclusion of a Subscriber  in the  Registration  Statement and (ii)
review by, and consent to, such Registration Statement by a Subscriber) shall be
deemed to constitute the Subscribers as a partnership,  an association,  a joint
venture  or any  other  kind  of  entity,  or  create  a  presumption  that  the
Subscribers  are in any way acting in concert or as a group with respect to such
obligations or the transactions  contemplated by the Transaction Documents.  The
Company  acknowledges  that each Subscriber  shall be entitled to  independently
protect and enforce its rights, including without limitation, the rights arising
out of the  Transaction  Documents,  and it shall not be necessary for any other
Subscriber  to be  joined  as an  additional  party in any  proceeding  for such
purpose. The Company acknowledges that it has elected to provide all Subscribers
with the same terms and Transaction Documents for the convenience of the Company
and not because  Company was required or requested to do so by the  Subscribers.
The Company  acknowledges  that such procedure  with respect to the  Transaction
Documents in no way creates a presumption  that the  Subscribers  are in any way
acting in concert or as a group with respect to the Transaction Documents or the
transactions contemplated thereby.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       17
(Subscription Agreement)
<PAGE>

                    SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

      Please acknowledge your acceptance of the foregoing Subscription Agreement
by signing and returning a copy to the  undersigned  whereupon it shall become a
binding agreement between us.

                                                 CANWEST PETROLEUM CORPORATION
                                                 a Colorado corporation


                                                 By: ___________________________
                                                     Name: Thornton J. Donaldson
                                                     Title: CEO

                                                 Dated: __________, 2005

--------------------------------------------------------------------------------
SUBSCRIBER                                                    NOTE PRINCIPAL
--------------------------------------------------------------------------------
                                                              $____________


_____________________________________
(Signature)
By:
--------------------------------------------------------------------------------

<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

            Exhibit A               Form of Note

            Exhibit B               Form of Security Agreement

            Exhibit C               Form of Warrant

            Exhibit D               Escrow Agreement

            Exhibit E               Use of Proceeds

            Schedule 5(d)           Additional Issuances / Capitalization

            Schedule 8(a)           Finder's Fee and Recipients

<PAGE>

                                  SCHEDULE 8(a)

                                     FINDERS

The Company may pay finder's fees on the introduction by a finder of Subscribers
in  this  Offering  to the  Company.  The  maximum  finder's  fee to be  paid on
subscriptions  shall be 7.5% on funds actually used to purchase  Rights (and not
refunded  as  a  Refund  Amount).  The  maximum  finder's  fee  to  be  paid  on
subscriptions  that are returned to  Subscribers  in the form of a Refund Amount
shall be 3.75%.  All  finder's  fees shall be paid in shares of  CanWest  common
stock at a price per share of $0.45,  and will be issued after the Refund Amount
is  received  by the Escrow  Agent  (once the Refund  Amount and number of Bonus
Shares are determined and distributed). All shares issued as finder's fees shall
have the same registration rights as Bonus Shares under Section 9.

In addition, each finder has been granted a royalty of $0.01 Canadian per Barrel
(as defined below) on each US$1,000,000 introduced to the Company by that finder
and used by the Company (through  Township) to purchase Rights, and not returned
to  Subscribers  in the form of a Refund  Amount.  A Barrel is  defined  as each
barrel of crude  bitumen  produced,  saved  and sold  from the oil sands  leases
acquired by Township under the Rights.