CANWEST PETROLEUM CORPORATION
                             2005b STOCK OPTION PLAN

      A. 1. Purposes of and Benefits Under the Plan. This 2005b Stock Option
Plan (the "Plan") is intended to encourage stock ownership by employees,
consultants, officers and directors of CanWest Petroleum Corporation and its
controlled, affiliated and subsidiary entities (collectively, the
"Corporation"), so that they may acquire or increase their proprietary interest
in the Corporation, and is intended to facilitate the Corporation's efforts to:
(i) induce qualified persons to become employees, officers and directors
(whether or not they are employees) and consultants to the Corporation; (ii)
compensate employees, officers, directors and consultants for services to the
Corporation; and (iii) encourage such persons to remain in the employ of or
associated with the Corporation and to put forth maximum efforts for the success
of the Corporation. It is further intended that options granted by the Committee
pursuant to Section 6 of this Plan shall constitute "incentive stock options"
("Incentive Stock Options") within the meaning of Section 422 of the Internal
Revenue Code, and the regulations issued thereunder, and options granted by the
Committee pursuant to Section 7 of this Plan shall constitute "non-qualified
stock options" ("Non-qualified Stock Options"). "Options" means options granted
pursuant to the provisions of this Plan, whether Incentive Stock Options or
Non-qualified Stock Options.

      2. Definitions. As used in this Plan, the following words and phrases
shall have the meanings indicated:

            (a) "Board" shall mean the Board of Directors of the Corporation.

            (b) "Bonus" means any Common Stock bonus issued pursuant to the
provisions of this Plan.

            (c) "Committee" shall mean any Committee appointed by the Board to
administer this Plan, if one has been appointed. If no Committee has been
appointed, the term "Committee" shall mean the Board.

            (d) "Common Stock" shall mean the Corporation's $.001 par value
common stock.

            (e) "Disability" shall mean a Recipient's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than 12 months. If
the Recipient has a disability insurance policy, the term "Disability" shall be
as defined therein.

            (f) "Fair Market Value" per share as of a particular date shall mean
the last sale price of the Corporation's Common Stock as reported on a national
securities exchange or by NASDAQ, or if the quotation for the last sale reported
is not available for the Corporation's Common Stock, the average of the closing
bid and asked prices of the Corporation's Common Stock as so reported or, if
such quotations are unavailable, the value determined by the Committee in
accordance with its discretion in making a bona fide, good faith determination
of fair market value. Fair Market Value shall be determined without regard to
any restriction other than a restriction which, by its terms, never will lapse.
In the case of Options and Bonuses granted at a time when the Corporation does
not have a registration statement in effect relating to the shares issuable
hereunder, the value at which the Bonus shares are issued may be determined by
the Committee at a reasonable discount from Fair Market Value to reflect the
restricted nature of the shares to be issued and the inability of the Recipient
to sell those shares promptly.

                                       1
<PAGE>

            (g) "Recipient" means any person granted an Option or awarded a
Bonus hereunder.

            (h) "Internal Revenue Code" shall mean the United States Internal
Revenue Code of 1986, as amended from time to time (codified as Title 26 of the
United States Code) and any successor legislation.

            3. Administration.

      (a) The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically conferred under the Plan or necessary
or advisable in the administration of the Plan, including the authority: to
grant Options and Bonuses; to determine the vesting schedule and other
restrictions, if any, relating to Options and Bonuses; to determine the purchase
price of the shares of Common Stock covered by each Option (the "Option Price");
to determine the persons to whom, and the time or times at which, Options and
Bonuses shall be granted; to determine the number of shares to be covered by
each Option or Bonus; to determine Fair Market Value per share; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the Option agreements (which need
not be identical) entered into in connection with Options granted under the
Plan; and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may delegate to one or more of its
members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.

            (b) Options and Bonuses granted under the Plan shall be evidenced by
duly adopted resolutions of the Committee included in the minutes of the meeting
at which they are adopted or in a unanimous written consent.

            (c) The Committee shall endeavor to administer the Plan and grant
Options and Bonuses hereunder in a manner that is compatible with the
obligations of persons subject to Section 16 of the U.S. Securities Exchange Act
of 1934 (the "1934 Act"), although compliance with Section 16 is the obligation
of the Recipient, not the Corporation. Neither the Committee, the Board nor the
Corporation can assume any legal responsibility for a Recipient's compliance
with his obligations under Section 16 of the 1934 Act.

                                       2
<PAGE>

            (d) No member of the Committee or the Board shall be liable for any
action taken or determination made in good faith with respect to the Plan or any
Option or Bonus granted hereunder.

      4. Eligibility.

            (a) Subject to certain limitations hereinafter set forth, Options
and Bonuses may be granted to employees (including officers) and consultants to
and directors (whether or not they are employees) of the Corporation or its
present or future divisions, affiliates and subsidiaries. In determining the
persons to whom Options or Bonuses shall be granted and the number of shares to
be covered by each Option or Bonus, the Committee shall take into account the
duties of the respective persons, their present and potential contributions to
the success of the Corporation, and such other factors as the Committee shall
deem relevant to accomplish the purposes of the Plan.

            (b) A Recipient shall be eligible to receive more than one grant of
an Option or Bonus during the term of the Plan, on the terms and subject to the
restrictions herein set forth.

      5. Stock Reserved.

            (a) The stock subject to Options or Bonuses hereunder shall be
shares of Common Stock. Such shares, in whole or in part, may be authorized but
unissued shares or shares that shall have been or that may be reacquired by the
Corporation. The aggregate number of shares of Common Stock as to which Options
and Bonuses may be granted from time to time under the Plan shall not exceed
2,500,000, subject to adjustment as provided in Section 8(i) hereof.

            (b) If any Option outstanding under the Plan for any reason expires
or is terminated without having been exercised in full, or if any Bonus granted
is forfeited because of vesting or other restrictions imposed at the time of
grant, the shares of Common Stock allocable to the unexercised portion of such
Option or the forfeited portion of the Bonus shall become available for
subsequent grants of Options and Bonuses under the Plan.

      6. Incentive Stock Options.

            (a) Options granted pursuant to this Section 6 are intended to
constitute Incentive Stock Options and shall be subject to the following special
terms and conditions, in addition to the general terms and conditions specified
in Section 8 hereof. Only employees of the Corporation shall be entitled to
receive Incentive Stock Options.

            (b) The aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options granted under this and any other plan of the
Corporation or any parent or subsidiary of the Corporation are exercisable for
the first time by a Recipient during any calendar year may not exceed the amount
set forth in Section 422(d) of the Internal Revenue Code.

                                       3
<PAGE>

            (c) Incentive Stock Options granted under this Plan are intended to
satisfy all requirements for incentive stock options under Section 422 of the
Internal Revenue Code and the Treasury Regulations promulgated thereunder and,
notwithstanding any other provision of this Plan, the Plan and all Incentive
Stock Options granted under it shall be so construed, and all contrary
provisions shall be so limited in scope and effect and, to the extent they
cannot be so limited, they shall be void.

      7. Non-qualified Stock Options. Options granted pursuant to this Section 7
are intended to constitute Non-qualified Stock Options and shall be subject only
to the general terms and conditions specified in Section 8 hereof.

      8. Terms and Conditions of Options. Each Option granted pursuant to the
Plan shall be evidenced by a written Option agreement between the Corporation
and the Recipient, which agreement shall be substantially in the form of Exhibit
A hereto as modified from time to time by the Committee in its discretion, and
which shall comply with and be subject to the following terms and conditions:

            (a) Number of Shares. Each Option agreement shall state the number
of shares of Common Stock covered by the Option.

            (b) Type of Option. Each Option Agreement shall specifically
identify the portion, if any, of the Option which constitutes an Incentive Stock
Option and the portion, if any, which constitutes a Non-qualified Stock Option.

            (c) Option Price. Subject to adjustment as provided in Section 8 (i)
hereof, each Option agreement shall state the Option Price, which shall be
determined by the Committee subject only to the following restrictions:

                  (1) Each Option Agreement shall state the Option Price, which
(except as otherwise set forth in paragraphs 8(c)(2) and (3) hereof) shall not
be less than 100% of the Fair Market Value per share on the date of grant of the
Option.

                  (2) Any Incentive Stock Option granted under the Plan to a
person owning more than ten percent of the total combined voting power of the
Common Stock shall be at a price of no less than 110% of the Fair Market Value
per share on the date of grant of the Incentive Stock Option.

                  (3) Any Non-qualified Stock Option granted under the Plan
shall be at a price determined and specified by the Board, which price may be an
amount less than the Fair Market Value per share on the date of grant of the
Non-qualified Stock Option.

                  (4) The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such option is
granted, unless a future date is specified in the resolution.

                                       4
<PAGE>

            (d) Term of Option. Each Option agreement shall state the period
during and times at which the Option shall be exercisable, in accordance with
the following limitations:

                  (1) The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such Option is
granted, unless a future date is specified in the resolution, although any such
grant shall not be effective until the Recipient has executed an Option
agreement with respect to such Option.

                  (2) The exercise period of any Option shall not exceed ten
years from the date of grant of the Option.

                  (3) Incentive Stock Options granted to a person owning more
than ten percent of the total combined voting power of the Common Stock of the
Corporation shall be for no more than five years.

                  (4) The Committee shall have the authority to accelerate or
extend the exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. In any event, no
exercise period may be so extended to increase the term of the Option beyond ten
years from the date of the grant.

                  (5) The exercise period shall be subject to earlier
termination as provided in Sections 8(f) and 8(g) hereof, and, furthermore,
shall be terminated upon surrender of the Option by the holder thereof if such
surrender has been authorized in advance by the Committee.

            (e) Method of Exercise and Medium and Time of Payment.

                  (1) An Option may be exercised as to any or all whole shares
of Common Stock as to which it then is exercisable, provided, however, that no
Option may be exercised as to less than 100 shares (or such number of shares as
to which the Option is then exercisable if such number of shares is less than
100).

                  (2) Each exercise of an Option granted hereunder, whether in
whole or in part, shall be effected by written notice to the Secretary of the
Corporation designating the number of shares as to which the Option is being
exercised, and shall be accompanied by payment in full of the Option Price for
the number of shares so designated, together with any written statements
required by, or deemed by the Corporation's counsel to be advisable pursuant to,
any applicable securities laws.

                  (3) The Option Price shall be paid in cash, or in shares of
Common Stock having a Fair Market Value equal to such Option Price, or in
property or in a combination of cash, shares and property and, subject to
approval of the Committee, may be effected in whole or in part with funds
received from the Corporation at the time of exercise as a compensatory cash
payment.

                                       5
<PAGE>

                  (4) The Committee shall have the sole and absolute discretion
to determine whether or not property other than cash or Common Stock may be used
to purchase the shares of Common Stock hereunder and, if so, to determine the
value of the property received.

                  (5) The Recipient shall make provision for the withholding of
taxes as required by Section 10 hereof.

            (f) Termination.

                  (1) Unless otherwise provided in the Option Agreement by and
between the Corporation and the Recipient, if the Recipient ceases to be an
employee, officer, director or consultant of the Corporation (other than by
reason of death, Disability or retirement), all Options theretofore granted to
such Recipient but not theretofore exercised shall terminate three months
following the date the Recipient ceased to be an employee, officer, director or
consultant of the Corporation, and shall terminate upon the date of termination
of employment or other relationship if discharged for cause.

                  (2) Nothing in the Plan or in any Option or Bonus granted
hereunder shall confer upon an individual any right to continue in the employ of
or other relationship with the Corporation or interfere in any way with the
right of the Corporation to terminate such employment or other relationship
between the individual and the Corporation.

            (g) Death, Disability or Retirement of Recipient. Unless otherwise
provided in the Option Agreement by and between the Corporation and the
Recipient, if a Recipient shall die while an employee, officer, director or
consultant of the Corporation, or within ninety days after the termination of
such Recipient as an employee, officer, director or consultant, other than
termination for cause, or if the Recipient's relationship with the Corporation
shall terminate by reason of Disability or retirement, all Options theretofore
granted to such Recipient (whether or not otherwise exercisable) unless earlier
terminated in accordance with their terms, may be exercised by the Recipient or
by the Recipient's estate or by a person who acquired the right to exercise such
Options by bequest or inheritance or otherwise by reason of the death or
Disability of the Recipient, at any time within one year after the date of
death, Disability or retirement of the Recipient; provided, however, that in the
case of Incentive Stock Options such one-year period shall be limited to three
months in the case of retirement.

            (h) Transferability Restriction.

                  (1) Options granted under the Plan shall not be transferable
other than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code or
Title I of the Employee Retirement Income Security Act of 1974, or the rules
thereunder. Options may be exercised during the lifetime of the Recipient only
by the Recipient and thereafter only by his legal representative.

                                       6
<PAGE>

                  (2) Any attempted sale, pledge, assignment, hypothecation or
other transfer of an Option contrary to the provisions hereof and/or the levy of
any execution, attachment or similar process upon an Option, shall be null and
void and without force or effect and shall result in a termination of the
Option.

                  (3) (A) As a condition to the transfer of any shares of Common
Stock issued upon exercise of an Option granted under this Plan, the Corporation
may require an opinion of counsel, satisfactory to the Corporation, to the
effect that such transfer will not be in violation of the U.S. Securities Act of
1933, as amended (the "1933 Act") or any other applicable securities laws or
that such transfer has been registered under federal and all applicable state
securities laws. (B) Further, the Corporation shall be authorized to refrain
from delivering or transferring shares of Common Stock issued under this Plan
until the Committee determines that such delivery or transfer will not violate
applicable securities laws and the Recipient has tendered to the Corporation any
federal, state or local tax owed by the Recipient as a result of exercising the
Option or disposing of any Common Stock when the Corporation has a legal
liability to satisfy such tax. (C) The Corporation shall not be liable for
damages due to delay in the delivery or issuance of any stock certificate for
any reason whatsoever, including, but not limited to, a delay caused by listing
requirements of any securities exchange or any registration requirements under
the 1933 Act, the 1934 Act, or under any other state, federal or provincial law,
rule or regulation. (D) The Corporation is under no obligation to take any
action or incur any expense in order to register or qualify the delivery or
transfer of shares of Common Stock under applicable securities laws or to
perfect any exemption from such registration or qualification. (E) Furthermore,
the Corporation will not be liable to any Recipient for failure to deliver or
transfer shares of Common Stock if such failure is based upon the provisions of
this paragraph.

            (i) Effect of Certain Changes.

                  (1) If there is any change in the number of shares of
outstanding Common Stock through the declaration of stock dividends, or through
a recapitalization resulting in stock splits or combinations or exchanges of
such shares, the number of shares of Common Stock available for Options and the
number of such shares covered by outstanding Options, and the exercise price per
share of the outstanding Options, shall be proportionately adjusted by the
Committee to reflect any increase or decrease in the number of issued shares of
Common Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.

                  (2) In the event of the proposed dissolution or liquidation of
the Corporation, or any corporate separation or division, including, but not
limited to, split-up, split-off or spin-off, or a merger or consolidation of the
Corporation with another corporation, the Committee may provide that the holder
of each Option then exercisable shall have the right to exercise such Option (at
its then current Option 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 such
Option might have been exercised immediately prior to such dissolution,
liquidation, corporate separation or division, or merger or consolidation; or,
in the alternative the Committee may provide that each Option granted under the
Plan shall terminate as of a date fixed by the Committee; provided, however,
that not less than 30 days' written notice of the date so fixed shall be given
to each Recipient, who shall have the right, during the period of 30 days
preceding such termination, to exercise the Option as to all or any part of the
shares of Common Stock covered thereby, including shares as to which such Option
would not otherwise be exercisable.

                                       7
<PAGE>

                  (3) Paragraph 2 of this Section 8 (i) shall not apply to a
merger or consolidation in which the Corporation 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 Corporation in which the Corporation 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 Committee may provide that the holder of each Option then
exercisable shall have the right to exercise such Option solely for the kind and
amount of shares of stock and other securities (including those of any new
direct or indirect parent of the Corporation), 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 for which such Option
might have been exercised.

                  (4) In the event of a change in the Common Stock of the
Corporation as presently constituted into the same number of shares with a
different par value, the shares resulting from any such change shall be deemed
to be the Common Stock of the Corporation within the meaning of the Plan.

                  (5) To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive, provided that each Incentive Stock Option granted pursuant to this
Plan shall not be adjusted in a manner that causes such option to fail to
continue to qualify as an Incentive Stock Option within the meaning of Section
422 of the Internal Revenue Code.

                  (6) Except as expressly provided in this Section 8(i), the
Recipient shall 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 Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock subject to an Option. The
grant of an Option pursuant to the Plan shall not affect in any way the right or
power of the Corporation 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.

            (j) No Rights as Shareholder - Non-Distributive Intent.

                                       8
<PAGE>

                  (1) Neither a Recipient of an Option nor such Recipient's
legal representative, heir, legatee or distributee, shall be deemed to be the
holder of, or to have any rights of a holder with respect to, any shares subject
to such Option until after the Option is exercised and the shares are issued.

                  (2) No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 8(i) hereof.

                  (3) Upon exercise of an Option at a time when there is no
registration statement in effect under the 1933 Act relating to the shares
issuable upon exercise, shares may be issued to the Recipient only if the
Recipient represents and warrants in writing to the Corporation that the shares
purchased are being acquired for investment and not with a view to the
distribution thereof and provides the Corporation with sufficient information to
establish an exemption from the registration requirements of the 1933 Act. A
form of subscription agreement containing representations and warranties deemed
sufficient as of the date of adoption of this Plan is attached hereto as Exhibit
B.

                  (4) No shares shall be issued upon the exercise of an Option
unless and until there shall have been compliance with any then applicable
requirements of the U.S. Securities and Exchange Commission or any other
regulatory agencies having jurisdiction over the Corporation.

            (k) Other Provisions. Option Agreements authorized under the Plan
may contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise, and (ii) in the case of an
Incentive Stock Option, the inclusion of any condition not inconsistent with
such Option qualifying as an Incentive Stock Option, as the Committee shall deem
advisable.

      9. Grant of Stock Bonuses. In addition to, or in lieu of, the grant of an
Option, the Committee may grant Bonuses.

            (a) At the time of grant of a Bonus, the Committee may impose a
vesting period of up to ten years, and such other restrictions which it deems
appropriate. Unless otherwise directed by the Committee at the time of grant of
a Bonus, the Recipient shall be considered a shareholder of the Corporation as
to the Bonus shares which have vested in the grantee at any time regardless of
any forfeiture provisions which have not yet arisen.

            (b) The grant of a Bonus and the issuance and delivery of shares of
Common Stock pursuant thereto shall be subject to approval by the Corporation's
counsel of all legal matters in connection therewith, including compliance with
the requirements of the 1933 Act, the 1934 Act, other applicable securities
laws, rules and regulations, and the requirements of any stock exchanges upon
which the Common Stock then may be listed. Any certificates prepared to evidence
Common Stock issued pursuant to a Bonus grant shall bear legends as the
Corporation's counsel may seem necessary or advisable. Included among the
foregoing requirements, but without limitation, any Recipient of a Bonus at a
time when a registration statement relating thereto is not effective under the
1933 Act shall execute a Subscription Agreement substantially in the form of
Exhibit B.

                                       9
<PAGE>

      10. Agreement by Recipient Regarding Withholding Taxes. Each Recipient
agrees that the Corporation, to the extent permitted or required by law, shall
deduct a sufficient number of shares due to the Recipient upon exercise of the
Option or the grant of a Bonus to allow the Corporation to pay federal,
provincial, state and local taxes of any kind required by law to be withheld
upon the exercise of such Option or payment of such Bonus from any payment of
any kind otherwise due to the Recipient. The Corporation shall not be obligated
to advise any Recipient of the existence of any tax or the amount which the
Corporation will be so required to withhold.

      11. Term of Plan. Options and Bonuses may be granted under this Plan from
time to time within a period of ten years from the date the Plan is adopted by
the Board.

      12. Amendment and Termination of the Plan.

            (a) (1) Subject to the policies, rules and regulations of any lawful
authority having jurisdiction (including any exchange with which the shares of
the Corporation are listed for trading), the Board of Directors may at any time,
without further action by the shareholders, amend the Plan or any Option granted
hereunder in such respects as it may consider advisable and, without limiting
the generality of the foregoing, it may do so to ensure that Options granted
hereunder will comply with any provisions respecting stock options in the income
tax and other laws in force in any country or jurisdiction of which any Option
holders may from time to time be a resident or citizen, or it may at any time
without action by shareholders terminate the Plan.

                  (2) provided, however, that any amendment that would: (A)
materially increase the number of securities issuable under the Plan to persons
who are subject to Section 16(a) of the 1934 Act; or (B) grant eligibility to a
class of persons who are subject to Section 16(a) of the 1934 Act and are not
included within the terms of the Plan prior to the amendment; or (C) materially
increase the benefits accruing to persons who are subject to Section 16(a) of
the 1934 Act under the Plan; or (D) require shareholder approval under
applicable state law, the rules and regulations of any national securities
exchange on which the Corporation's securities then may be listed, the Internal
Revenue Code or any other applicable law, shall be subject to the approval of
the shareholders of the Corporation as provided in Section 13 hereof.

                  (3) provided further that any such increase or modification
that may result from adjustments authorized by Section 8(i) hereof or which are
required for compliance with the 1934 Act, the Internal Revenue Code, the
Employee Retirement Income Security Act of 1974, their rules or other laws or
judicial order, shall not require such approval of the shareholders.

                                       10
<PAGE>

            (b) Except as provided in Section 8 hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
Option previously granted, unless the written consent of the Recipient is
obtained.

      13. Approval of Shareholders. The Plan shall take effect upon its adoption
by the Board but shall be subject to approval at a duly called and held meeting
of stockholders in conformance with the vote required by the Corporation's
governing documents, resolution of the Board, any other applicable law and the
rules and regulations thereunder, or the rules and regulations of any national
securities exchange upon which the Corporation's Common Stock is listed and
traded, each to the extent applicable.

      14. Termination of Right of Action. Every right of action arising out of
or in connection with the Plan by or on behalf of the Corporation or any of its
subsidiaries, or by any shareholder of the Corporation or any of its
subsidiaries against any past, present or future member of the Board, or against
any employee, or by an employee (past, present or future) against the
Corporation or any of its subsidiaries, will, irrespective of the place where an
action may be brought and irrespective of the place of residence of any such
shareholder, director or employee, cease and be barred by the expiration of
three years from the date of the act or omission in respect of which such right
of action is alleged to have risen.

      15. Tax Litigation. The Corporation shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and which
the Board believes to be important to holders of Options issued under the Plan
and to conduct any such contest or any litigation arising therefrom to a final
decision.

      16. Adoption.

            (a) This Plan was approved by resolution of the Board of Directors
of the Corporation on October 17, 2005.

            (b) If this Plan is not approved by the shareholders of the
Corporation within 12 months of the date the Plan was approved by the Board as
required by Section 422(b)(1) of the Internal Revenue Code, this Plan and any
Options granted hereunder to Recipients shall be and remain effective, but the
reference to Incentive Stock Options herein shall be deleted and all Options
granted hereunder shall be Non-qualified Stock Options pursuant to Section 7
hereof.


                                               [End of Plan]


                                       11
<PAGE>

                                                                     Exhibit A


                        FORM OF STOCK OPTION AGREEMENT


      STOCK OPTION AGREEMENT made as of this ___ day of ____________, ______, by
and between CanWest Petroleum Corporation, a Colorado corporation (the
"Corporation"), and ________________ __________________________ (the
"Recipient").

      In accordance with the Corporation's 2005b Stock Option Plan (the "Plan"),
the provisions of which are incorporated herein by reference, the Corporation
desires, in connection with the services of the Recipient, to provide the
Recipient with an opportunity to acquire shares of the Corporation's $.001 par
value common stock ("Common Stock") on favorable terms and thereby increase the
Recipient's proprietary interest in the Corporation and incentive to put forth
maximum efforts for the success of the business of the Corporation. Capitalized
terms used but not defined herein are used as defined in the Plan.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein set forth and other good and valuable consideration, the Corporation and
the Recipient agree as follows:

      1. Confirmation of Grant of Option. Pursuant to a determination of the
Committee or, in the absence of a Committee, by the Board of Directors of the
Corporation made on ___________, _____ (the "Date of Grant"), the Corporation,
subject to the terms of the Plan and of this Agreement, confirms that the
Recipient has been irrevocably granted on the Date of Grant, as a matter of
separate inducement and agreement, and in addition to and not in lieu of salary
or other compensation for services, a Stock Option (the "Option") exercisable to
purchase an aggregate of ______ shares of Common Stock on the terms and
conditions herein set forth, subject to adjustment as provided in Paragraph 8
hereof.

      2. Option Price. The Option Price of shares of Common Stock covered by the
Option will be $_____ per share (the "Option Price") subject to adjustment as
provided in Paragraph 8 hereof.

      3. Vesting and Exercise of Option. (a) Except as otherwise provided herein
or in Section 8 of the Plan, the Option [shall vest and become exercisable as
follows: (insert vesting schedule), provided, however, that no option shall vest
or become exercisable unless the Recipient is an employee of the Corporation on
such vesting date/or may be exercised in whole or in part at any time during the
term of the Option.] (b) The Option may not be exercised at any one time as to
fewer than 100 shares (or such number of shares as to which the Option is then
exercisable if such number of shares is less than 100). (c) The Option may be
exercised by written notice to the Secretary of the Corporation accompanied by
payment in full of the Option Price as provided in Section 8 of the Plan.

<PAGE>

      4. Term of Option. The term of the Option will be through __________,
____, subject to earlier termination or cancellation as provided in this
Agreement. The holder of the Option will not have any rights to dividends or any
other rights of a shareholder with respect to any shares of Common Stock subject
to the Option until such shares shall have been issued (as evidenced by the
appropriate transfer agent of the Corporation) upon purchase of such shares
through exercise of the Option.

      5. Transferability Restriction. The Option may not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way
(whether by operation of law or otherwise) except in strict compliance with
Section 8 of the Plan. Any assignment, transfer, pledge, hypothecation or other
disposition of the Option or any attempt to make any levy of execution,
attachment or other process will cause the Option to terminate immediately upon
the happening of any such event; provided, however, that any such termination of
the Option under the provisions of this Paragraph 5 will not prejudice any
rights or remedies which the Corporation may have under this Agreement or
otherwise.

      6. Exercise Upon Termination. The Recipient's rights to exercise this
Option upon termination of employment or cessation of service as an officer,
director or consultant shall be as set forth in Section 8(f) of the Plan.

      7. Death, Disability or Retirement of Recipient. The exercisability of
this Option upon the death, Disability or retirement of the Recipient shall be
as set forth in Section 8(g) of the Plan.

      8. Adjustments. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 8(i) of the Plan.

      9. No Registration Obligation. The Recipient understands that the Option
is not registered under the 1933 Act and, unless by separate written agreement,
the Corporation has no obligation to so register the Option or any of the shares
of Common Stock subject to and issuable upon the exercise of the Option,
although it may from time to time register under the 1933 Act the shares
issuable upon exercise of Options granted pursuant to the Plan. The Recipient
represents that the Option is being acquired for the Recipient's own account and
that unless registered by the Corporation, the shares of Common Stock issued on
exercise of the Option will be acquired by the Recipient for investment. The
Recipient understands that the Option is, and the underlying securities may be,
issued to the Recipient in reliance upon exemptions from the 1933 Act, and
acknowledges and agrees that all certificates for the shares issued upon
exercise of the Option may bear the following legend unless such shares are
registered under the 1933 Act prior to their issuance:

            The shares represented by this Certificate have not been registered
            under the Securities Act of 1933 (the "1933 Act"), and are
            "restricted securities" as that term is defined in Rule 144 under
            the 1933 Act. The shares may not be offered for sale, sold or
            otherwise transferred except pursuant to an effective registration
            statement under the 1933 Act or pursuant to an exemption from
            registration under the 1933 Act, the availability of which is to be
            established to the satisfaction of the Company.

                                       2
<PAGE>

      The Recipient further understands and agrees that the Option may be
exercised only if at the time of such exercise the underlying shares are
registered and/or the Recipient and the Corporation are able to establish the
existence of an exemption from registration under the 1933 Act and applicable
state or other laws.

      10. Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper address. Notices to the
Corporation shall be addressed to the Corporation, attention: Thornton
Donaldson, President, at such address as may constitute the Corporation's
principal place of business at the time, with a copy to: Theresa M. Mehringer,
Esq., Burns, Figa & Will, P.C., 6400 S. Fiddlers Green Circle, Suite 1030,
Englewood, Colorado 80111. Notices to the Recipient or other person or persons
then entitled to exercise the Option shall be addressed to the Recipient or such
other person or persons at the Recipient's address below specified. Anyone to
whom a notice may be given under this Agreement may designate a new address by
notice to that effect given pursuant to this Paragraph 10.

      11. Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Corporation's counsel of all legal matters in connection therewith,
including compliance with the requirements of the 1933 Act, the Securities
Exchange Act of 1934, as amended, applicable state and other securities laws,
the rules and regulations thereunder, and the requirements of any national
securities exchange(s) upon which the Common Stock then may be listed.

      12. Benefits of Agreement. This Agreement will inure to the benefit of and
be binding upon each successor and assignee of the Corporation. All obligations
imposed upon the Recipient and all rights granted to the Corporation under this
Agreement will be binding upon the Recipient's heirs, legal representatives and
successors.

      13. Effect of Governmental and Other Regulations. The exercise of the
Option and the Corporation's obligation to sell and deliver shares upon the
exercise of the Option are subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency which may, in the opinion of counsel for the Corporation, be required.

      14. Plan Governs. In the event that any provision in this Agreement
conflicts with a provision in the Plan, the provision of the Plan shall govern.


                                       3
<PAGE>

      Executed in the name and on behalf of the Corporation by one of its duly
authorized officers and by the Recipient all as of the date first above written.

                                    CANWEST PETROLEUM CORPORATION


Date ______________, _______        By:
                                       ---------------------------------------
                                        Thornton Donaldson, President

      The undersigned Recipient has read and understands the terms of this
Option Agreement and the attached Plan and hereby agrees to comply therewith.

Date ______________, _______
                                    ------------------------------------------
                                    Signature of Recipient


                                    Tax ID Number:
                                                  ----------------------------

                                    Address:
                                            ----------------------------------


                                       4
<PAGE>

                                                                     Exhibit B

                            SUBSCRIPTION AGREEMENT

THE SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER
EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES
CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK
SUBSCRIPTION AGREEMENT AND APPLICABLE SECURITIES LAWS.

      This Subscription Agreement is entered for the purpose of the undersigned
acquiring _____________ shares of the $.001 par value common stock (the
"Securities") of CanWest Petroleum Corporation, a Colorado corporation (the
"Corporation") from the Corporation as a Bonus or pursuant to exercise of an
Option granted pursuant to the Corporation's 2005b Stock Option Plan (the
"Plan"). All capitalized terms not otherwise defined herein shall be as defined
in the Plan.

      It is understood that no grant of any Bonus or exercise of any Option at a
time when no registration statement relating thereto is effective under the U.S.
Securities Act of 1933, as amended (the "1933 Act") can be completed until the
undersigned executes this Subscription Agreement and delivers it to the
Corporation, and that such grant or exercise is effective only in accordance
with the terms of the Plan and this Subscription Agreement.

      In connection with the undersigned's acquisition of the Securities, the
undersigned represents and warrants to the Corporation as follows:

      1. The undersigned has been provided with, and has reviewed the Plan, and
such other information as the undersigned may have requested of the Corporation
regarding its business, operations, management, and financial condition (all of
which is referred to herein as the "Available Information").

      2. The Corporation has given the undersigned the opportunity to ask
questions of and to receive answers from persons acting on the Corporation's
behalf concerning the terms and conditions of this transaction and the
opportunity to obtain any additional information regarding the Corporation, its
business and financial condition or to verify the accuracy of the Available
Information which the Corporation possesses or can acquire without unreasonable
effort or expense.

      3. The Securities are being acquired by the undersigned for the
undersigned's own account and not on behalf of any other person or entity.



<PAGE>

      4. The undersigned understands that the Securities being acquired hereby
have not been registered under the 1933 Act or any state or foreign securities
laws, and are, and unless registered will continue to be, restricted securities
within the meaning of Rule 144 of the General Rules and Regulations under the
1933 Act and other statutes, and the undersigned consents to the placement of
appropriate restrictive legends on any certificates evidencing the Securities
and any certificates issued in replacement or exchange therefor and acknowledges
that the Corporation will cause its stock transfer records to note such
restrictions.

      5. By the undersigned's execution below, it is acknowledged and understood
that the Corporation is relying upon the accuracy and completeness hereof in
complying with certain obligations under applicable securities laws.

      6. This Agreement binds and inures to the benefit of the representatives,
successors and permitted assigns of the respective parties hereto.

      7. The undersigned acknowledges that the grant of any Bonus or Option and
the issuance and delivery of shares of Common Stock pursuant thereto shall be
subject to prior approval by the Corporation's counsel of all legal matters in
connection therewith, including compliance with the requirements of the 1933 Act
and other applicable securities laws, the rules and regulations thereunder, and
the requirements of any national securities exchange(s) upon which the Common
Stock then may be listed.

      8. The undersigned acknowledges and agrees that the Corporation has
withheld ___________ shares for the payment of taxes as a result of the grant of
the Bonus or the exercise of an Option.

      9. The Plan is incorporated herein by reference. In the event that any
provision in this Agreement conflicts with ANY provision in the Plan, the
provisions of the Plan shall govern.

Date: ______________, ______
                                    ------------------------------------------
                                    Signature of Recipient

                                    Tax ID Number:
                                                  ----------------------------

                                    Address:
                                            ----------------------------------

                                       2