EXHIBIT 4.4


                          CANWEST PETROLEUM CORPORATION
                             2005 STOCK OPTION PLAN

      A. 1. Purposes of and Benefits Under the Plan. This 2005 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.


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            (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.


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            (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
2,000,000, 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.


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            (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.


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<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.


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                  (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.


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<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.


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                  (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.


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                  (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.


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      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 March 12, 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  2005 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  2005  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