AMENDMENT TO SUBSCRIPTION AGREEMENT

      THIS AMENDMENT TO SUBSCRIPTION AGREEMENT ("Amendment"), dated as of
________ __, 2005, is an amendment to the August 15, 2005 Subscription
Agreement, 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"). Unless otherwise defined
herein, all terms shall have the same meaning as set forth in the Subscription
Agreement.

      WHEREAS, the Company used all Purchase Funds raised in the Offering for
bidding on the Posted Lands, as described in Exhibit E to the Subscription
Agreement;

      WHEREAS, the Company was successful in acquiring one parcel of oil sands
rights, however, it only utilized $727,187 of the Purchase Funds to pay the
amount set forth in the successful bids, plus other associated costs and rent on
the Acquired Lands for the first year;

      WHEREAS, pursuant to the Subscription Agreement, the Refund Amount of
$4,472,813 will be returned to the Escrow Agent to be distributed to the
Subscribers of the Offering Notes. The Offering Notes will automatically be
reduced by the pro rata portion of the Refund Amount allocable to each such
Offering Note. Given the size of the Refund Amount, the reduction of the
Offering Notes will be significant; and

      WHEREAS, the Company desires to amend the initial Offering ("Amended
Offering") and allow Subscribers to elect to retain their full initial
investment in the Company. No partial elections will be accepted.

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

      1. Closing. All Subscribers who desire to participate in this Amended
Offering must sign and return a copy of this Amendment on or before August 31,
2005. The Company will deem this offer rejected if a Subscriber does not return
a copy of this Agreement by that date. Acceptance of the offer will be subject
to the Company's Board of Directors who may at their sole discretion withdraw or
reject the offer, in which case Refund Amount will be refunded.

      2. Use of Proceeds. The proceeds of this Amended Offering will be used by
the Company for general working capital.

      3. Description of Amended Offering.

            (a) Convertible Note. The Company shall issue to Subscribers a
convertible promissory note in the amount of their principal investment (the
"New Note"), in the form attached hereto as Exhibit 1. The New Notes are
convertible into shares of the Company's Common Stock at a per share conversion
price of $0.90 per share.
<PAGE>

      (b) Warrants. Subscribers who elect to participate in this Amended
Offering will also receive one Warrant for each $0.90 of Subscriber's principal
invested in this Amended Offering. Each Warrant shall be exercisable to purchase
one share of Common Stock at an exercise price of $1.30 until one year after the
issue date.

      (c) Bonus shares. By agreeing to the terms of this Amended Offering,
Subscribers will not, however, be entitled to receive Bonus Shares.

      (d) Escrow instructions. The Escrow Agent is instructed to retain
Subscriber's pro rata portion of the Refund Amount and distribute it the
Company.

      4. Terms and Conditions. Except as herein amended, Subscribers and the
Company shall continue to be bound by all other terms and conditions of the
Subscription Agreement.

      Please acknowledge your acceptance of the foregoing Amendment by signing
and returning a copy to the undersigned no later than August 31, 2005 whereupon
acceptance by the Company's Board of Directors it shall become a binding
agreement between us. The Company will assume that you do not desire to
participate in this Amended Offering if we do not receive a signed copy of this
Amendment prior to August 31, 2005.

                                      CANWEST PETROLEUM CORPORATION
                                      a Colorado corporation

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

                                      Dated: __________, 2005

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SUBSCRIBER
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(Signature)
By:
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                             [Attachments Excluded]