EXHIBIT 10.15


                          CANWEST PETROLEUM CORPORATION

                                     - and -

                          WESTERN PETROCHEMICALS CORP.

                                     - and -

      NORTHERN LIGHTS PETROLEUM INC., TWIN MOUNTAIN ENERGY INC., PETROLEUM
   STRATEGIES INC., 101058020 SASKATCHEWAN LTD., 101058135 SASKATCHEWAN LTD.,
                      0696772 BC LTD. AND 0696780 BC LTD.



                           PURCHASE AND SALE AGREEMENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page No.

                                    ARTICLE I
                                 INTERPRETATION

<S>                                                                                <C>
1.1     Defined Terms...............................................................1
1.2     Best of Knowledge...........................................................3
1.3     Currency....................................................................3
1.4     Choice of Law and Attornment................................................3
1.5     Interpretation Not Affected by Headings or Party Drafting...................4
1.6     Number and Gender...........................................................4
1.7     Time of Essence.............................................................4
1.8     Inclusive Terminology.......................................................4

                                   ARTICLE II
                                PURCHASE AND SALE

2.1     Purchase and Sale...........................................................4
2.2     Purchase Price..............................................................4

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.1     Representations and Warranties by the Vendors and WPC.......................5
3.2     Additional Representations and Warranties by the Vendors and WPC............6
3.3     Representations and Warranties by the Purchaser............................13

                                   ARTICLE IV
           SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES

4.1     Survival of Representations and Warranties by the Vendors..................15
4.2     Survival of Representations and Warranties by Purchaser....................15

                                    ARTICLE V
                                    COVENANTS

5.1     Covenants by the Vendors...................................................16
5.2     Covenants by the Purchaser.................................................16

                                   ARTICLE VI
                                   CONDITIONS

6.1     Conditions to the Obligations of the Purchaser.............................16
6.2     Waiver or Termination by Purchaser.........................................16
6.3     Conditions to the Obligations of the Vendors...............................16
6.4     Waiver or Termination by Vendors...........................................16

                                   ARTICLE VII
                                     CLOSING

7.1     Closing Arrangements.......................................................16
7.2     Documents to be Delivered..................................................16

                                  ARTICLE VIII
                                 INDEMNIFICATION

8.1     Indemnity by the Vendors...................................................16
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                <C>
8.2     Indemnity by the Purchaser.................................................16
8.3     Provisions Relating to Indemnity Claims....................................16

                                   ARTICLE IX
                               GENERAL PROVISIONS

9.1     Further Assurances.........................................................16
9.2     Remedies Cumulative........................................................16
9.3     Finder's Fees..............................................................16
9.4     Notices....................................................................16
9.5     Counterparts...............................................................16
9.6     Legal and Other Professional Fees..........................................16
9.7     Public Disclosures.........................................................16
9.8     Assignment.................................................................16
9.9     Entire Agreement...........................................................16
9.10    Successors and Assigns.....................................................16
9.11    Waiver.....................................................................16
9.12    Amendments.................................................................16
9.13    Survival...................................................................16
9.14    Severability...............................................................16
</TABLE>


                                      -2-
<PAGE>

                           PURCHASE AND SALE AGREEMENT

      THIS AGREEMENT is made effective as of the 5th day of December, 2003;

AMONG:

            CANWEST PETROLEUM CORPORATION, a body corporate having an office in
            Vancouver, British Columbia
            (hereinafter the "Purchaser")

AND:

            WESTERN PETROLCHEMICALS CORP., a body corporate having an office in
            Calgary, Alberta
            (hereinafter "WPC")

AND:

            NORTHERN LIGHTS PETROLEUM INC., TWIN MOUNTAIN ENERGY INC., PETROLEUM
            STRATEGIES INC., 101058020 SASKATCHEWAN LTD., 101058135 SASKATCHEWAN
            LTD., 0696772 BC LTD. and 0696780 BC LTD., bodies incorporated or to
            be incorporated and having offices in Calgary, Alberta, Moose Jaw,
            Saskatchewan or Vancouver, British Columbia, as applicable;
            (hereinafter individually referred to as a "Vendor" and collectively
            referred to as the "Vendors")

WHEREAS:

A.    The Vendors are the registered  and  beneficial  owners of an aggregate of
      21,702,925  of the issued and  outstanding  shares in the  capital of WPC,
      representing  97.5284% of the total issued and outstanding  shares of WPC;
      and

B.    The Purchaser  wishes to acquire the Purchased  Shares (as defined herein)
      from the Vendors, and the Vendors wish to sell the Purchased Shares to the
      Purchaser,  on the terms and subject to the  conditions  set forth in this
      Agreement;

NOW  THEREFORE,  in  consideration  of  the  respective  covenants,  agreements,
representations,  warranties and indemnities herein contained and other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged) the parties hereby covenant and agree as follows.

                                    ARTICLE I
                                 INTERPRETATION

1.1   Defined Terms

      Whenever used in this Agreement,  unless there is something in the subject
matter or context  inconsistent  therewith,  the following  words and terms will
have the indicated  meanings and grammatical  variations of such words and terms
will have corresponding meanings:

<PAGE>

      (a)   "Act" means the Business Corporations Act (Alberta), as in effect on
            the date hereof;

      (b)   "AEPEA" has the meaning ascribed thereto in Section 3.2(n);

      (c)   "arm's length" has the meaning ascribed thereto in the ITA;

      (d)   "Audited  Financial  Statements"  means the audited and  unedited as
            provided by WPC to the Purchaser, financial statements of WPC;

      (e)   "Business"  means the business  carried on by WPC, which has to date
            been  restricted  to holding a 100%  interest  in the Permits and to
            exploration and development activities with respect thereto;

      (f)   "Business Day" means any day, other than a day that is a Saturday, a
            Sunday or a day on which  banks in  Calgary,  Alberta or  Vancouver,
            British Columbia are not generally open for business;

      (g)   "CanWest   Shares"  means  common  shares  in  the  capital  of  the
            Purchaser, as presently constituted;

      (h)   "CEPA" has the meaning ascribed thereto in Section 3.2(n);

      (i)   "Closing" has the meaning ascribed thereto in Section 7.1;

      (j)   "Closing Date" means December 5, 2003

      (k)   "Closing Time" means 2:00 p.m. (Calgary time) on the Closing Date or
            such other time on the  Closing  Date as the  parties  may  mutually
            agree upon;

      (l)   "Contract" means any agreement,  indenture, contract, lease, deed of
            trust,  licence,  option,  instrument or other  commitment,  whether
            written or oral;

      (m)   "EMPA" has the meaning ascribed thereto in Section 3.2(n);

      (n)   "Encumbrances"   means   mortgages,   charges,   pledges,   security
            interests, liens, encumbrances,  actions, rights and claims, adverse
            interests, acquisition rights of third parties, demands and equities
            of any nature  whatsoever  or howsoever  arising,  and any rights or
            privileges capable of becoming any of the foregoing;

      (o)   "Environmental  Laws" has the  meaning  ascribed  thereto in Section
            3.2(n);

      (p)   "Environmental  Permits" has the meaning ascribed thereto in Section
            3.2(n);

      (q)   "generally  accepted  accounting  principles"  means the  accounting
            principles prescribed,  recommended or promulgated from time to time
            by the Canadian Institute of Chartered Accountants,  as contained in
            the CICA Handbook,  which are applicable as at the date on which any
            calculation  made  hereunder is to be effective or as at the date of
            any financial statements referred to herein, as the case may be, and
            in the absence of a specific  recommendation  contained  in the CICA
            Handbook,  such accounting  principles as are generally  accepted in
            practice;


                                      -2-
<PAGE>

      (r)   "Governmental  Charges" has the meaning  ascribed thereto in Section
            3.2(l);

      (s)   "Hazardous  Substance" has the meaning  ascribed  thereto in Section
            3.2(n);

      (t)   "Indemnity Claim" has the meaning ascribed thereto in Section 8.3;

      (u)   "ITA" means the Income Tax Act (Canada);

      (v)   "Lands" means those lands as described in Schedule "A" hereto;

      (w)   "Misrepresentation"   has  the  meaning   ascribed  thereto  in  the
            Securities Act (Alberta);

      (x)   "Permits"  means  those  oilshale  permits  related  to the Lands as
            described in Schedule "A" hereto;

      (y)   "person" includes any individual, corporation, company, partnership,
            limited partnership,  firm, joint venture,  syndicate,  association,
            trust,  government,  governmental  agency or board or  commission or
            authority;

      (z)   "Purchase Price" has the meaning ascribed thereto in Section 2.2;

      (aa)  "Purchased  Shares"  means all of the  shares in the  capital of WPC
            owned by the Vendors;

      (bb)  "Release" has the meaning ascribed thereto in Section 3.2(n); and

      (cc)  "Warranty  Claim" means a claim made by either the  Purchaser or the
            Vendors   based   on  or  with   respect   to  the   inaccuracy   or
            non-performance  or  non-fulfillment or breach of any representation
            or warranty  made by the other in this  Agreement or in any document
            or certificate given in order to carry out the transaction  provided
            for herein.

1.2   Best of Knowledge

      Any  reference  herein to "the best of the  knowledge"  of a party will be
deemed to mean the actual knowledge of such party without special investigation.

1.3   Currency

      Unless  otherwise  indicated,  all  dollar  amounts  referred  to in  this
Agreement are stated in lawful currency of the United States of America.

1.4   Choice of Law and Attornment

      This Agreement,  and each of the agreements,  documents and instruments to
be delivered  at Closing  under or in  connection  with this  Agreement  (to the
extent  no  choice  of law is  specified  therein),  shall  be  governed  by and
construed in accordance with the laws of the Province of Alberta and the laws of
Canada applicable therein.  The parties agree that the courts of the Province of
Alberta  will have  jurisdiction  to determine  all disputes and claims  arising
between the  parties in respect of this  Agreement  (and such other  agreements,
documents and instruments) and the matters contemplated hereby (and thereby) and
each of the  parties  hereby  irrevocably  attorns to the  jurisdiction  of such
courts.


                                      -3-
<PAGE>

1.5   Interpretation Not Affected by Headings or Party Drafting

      The division of this  Agreement into  articles,  sections,  paragraphs and
clauses and the insertion of headings are for  convenience of reference only and
shall not affect the construction or interpretation of this Agreement. The terms
"this Agreement",  "hereof", "herein", "hereunder" and similar expressions refer
to this Purchase and Sale Agreement and not to any particular article,  section,
paragraph,  clause  or  other  portion  hereof  and  include  any  agreement  or
instrument  supplementary or ancillary hereto.  Unless otherwise indicated,  any
reference in this Agreement to an Article, Section, Recital, Paragraph or Clause
refers to the specified Article, Section,  Recital,  Paragraph or Clause of this
Agreement.  The parties hereto  acknowledge  that their respective legal counsel
have reviewed and participated in settling the terms of this Agreement,  and the
parties  hereby  agree  that any rule of  construction  to the  effect  that any
ambiguity is to be resolved  against the drafting  party shall not be applicable
in the interpretation of this Agreement.

1.6   Number and Gender

      Whenever used in this Agreement,  unless there is something in the subject
matter or context inconsistent therewith:

      (a)   words  importing  the  singular  number  include the plural and vice
            versa; and

      (b)   words importing the use of any gender shall include all genders.

1.7   Time of Essence

      Time shall be of the essence hereof.

1.8   Inclusive Terminology

      Whenever used in this Agreement,  the words "includes" and "including" and
similar terms of inclusion  shall not,  unless  expressly  modified by the words
"only" or "solely",  be construed as terms of limitation,  but rather shall mean
"includes  but is not limited to" and  "including  but not limited  to", so that
references to included  matters shall be regarded as illustrative  without being
either characterizing or exhaustive.

                                   ARTICLE II
                                PURCHASE AND SALE

2.1   Purchase and Sale

      On the terms and  subject to the  fulfillment  of the  conditions  set out
herein,  the Vendors will, at Closing,  sell,  assign and transfer the Purchased
Shares to the Purchaser,  free and clear of all Encumbrances and with all rights
and benefits attaching  thereto,  and the Purchaser will purchase and accept the
Purchased  Shares from the Vendors and pay the Purchase  Price to the Vendors in
the manner contemplated by Section 2.2.

2.2   Purchase Price

      The total aggregate  consideration  (the "Purchase  Price") payable by the
Purchaser for all of the  Purchased  Shares will be TWO MILLION TWO HUNDRED NINE
THOUSAND  TWO  HUNDRED  EIGHTEEN  DOLLARS  SIXTY  CENTS  ($2,209,218.60),  which
Purchase  Price shall be fully paid and  satisfied  by way of the  issuance  and
delivery of 10,728,124  CanWest Shares to the Vendors on a pro rata basis, or on
such other basis as the Vendors may in writing  direct prior to the Closing,  as
follows:


                                      -4-
<PAGE>

      CanWest  Shares  being  issued  pursuant  to SEC Rule 144 as  "restricted"
shares  effective  on  and  as  at  the  Closing  Date,  with  the  certificates
representing  such shares to be delivered  upon the request of at the Closing or
on such  later  date as may be agreed to by the  Vendors  in writing at any time
after the Closing Date.  The Purchaser  agrees that it shall,  immediately  upon
request and without further  consideration,  cooperate fully with the Vendors in
having the Rule 144 legend  removed  from the subject  share  certificates  when
permitted by law. The Vendors  acknowledge that the Purchaser is not responsible
for the removal of trading restrictions applicable to the Vendors as a result of
the  Vendors  (or  any one of  them)  being  deemed  to be an  affiliate  of the
Purchaser or control persons in respect of the Purchaser. Further, the Purchaser
is not  responsible  for the removal of trading  restrictions  arising under the
laws of Canada or any province thereof.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.1   Representations and Warranties by the Vendors and WPC

      The Vendors and WPC hereby jointly and severally  represent and warrant to
the Purchaser as follows and acknowledge that,  notwithstanding  any independent
searches  or  investigations  that  may be  undertaken  by or on  behalf  of the
Purchaser,  the  Purchaser  is  relying  upon  the  accuracy  of  each  of  such
representations  and warranties in connection with the execution and delivery of
this  Agreement  and  its  purchase  of  the  Purchased  Shares  hereunder.  The
representations and warranties of the Vendors are as follows:

      (a)   the Purchased  Shares are validly  issued and  outstanding  as fully
            paid and non-assessable shares;

      (b)   the  Vendors  are  the  legal  and  beneficial  owners  of,  or duly
            authorized  agents  of the  legal  and  beneficial  owners  of,  the
            Purchased  Shares and the Purchased Shares are free and clear of all
            Encumbrances;

      (c)   there are a total of 22,252,925 issued and outstanding common shares
            in the capital of WPC, including the Purchased Shares;

      (d)   the Vendors have good title and absolute  authority to sell,  assign
            and transfer the Purchased Shares to the Purchaser;

      (e)   each of the Vendors has taken all  necessary or  desirable  actions,
            steps and corporate and other  proceedings  to approve and authorize
            the  transactions  contemplated  by this  Agreement  and each of the
            Vendors has the  requisite  corporate  power and capacity to execute
            and deliver this Agreement, to perform its obligations hereunder and
            to complete the transactions provided for herein;

      (f)   the execution and delivery of this  Agreement by the Vendors and the
            performance by the Vendors of their obligations  hereunder have been
            duly approved and authorized  and this  Agreement is a legal,  valid
            and binding obligation of each of the Vendors,  enforceable  against
            them in accordance with its terms, subject to:


                                      -5-
<PAGE>

            (i)   bankruptcy, insolvency,  moratorium,  reorganization and other
                  laws  relating to or affecting the  enforcement  of creditors'
                  rights generally; and

            (ii)  the general  principles of equity,  including  that  equitable
                  remedies  such as the  remedies  of specific  performance  and
                  injunctive  relief, may only be granted in the discretion of a
                  court; and

      (g)   the Vendors are not  non-residents  of Canada  within the meaning of
            Section 116 of the ITA.

3.2   Additional Representations and Warranties by the Vendors and WPC

      The Vendors and WPC also represent and warrant to the Purchaser as follows
and acknowledge that, notwithstanding any independent searches or investigations
that may be  undertaken  by or on  behalf of the  Purchaser,  the  Purchaser  is
relying  upon the accuracy of each of such  representations  and  warranties  in
connection with the execution and delivery of this Agreement and its purchase of
the Purchased Shares hereunder:

      (a)   No Other  Purchase  Agreement  or  Commitments.  No  person  has any
            agreement,  option, understanding or commitment (written or verbal),
            or  any  right  or  privilege   (whether  by  law,   pre-emptive  or
            contractual) capable of becoming an agreement,  option or commitment
            (including   convertible   securities,   warrants   or   convertible
            obligations of any nature), for:

            (i)   the  purchase,  subscription,  allotment  or  issuance  of, or
                  conversion  into, any unissued shares in the capital of WPC or
                  any other securities of WPC;

            (ii)  the purchase or  acquisition  by any other means of any of the
                  Purchased  Shares from the Vendors (other than the Purchaser);
                  or

            (iii) the purchase or acquisition by any other means from WPC of any
                  of their  respective  undertaking,  property or assets,  other
                  than in the ordinary course of business;

      (b)   Contractual and Regulatory Approvals. Neither of the Vendors nor WPC
            are under any  obligation,  contractual or otherwise,  to request or
            obtain  the  consent  of  any  person,  and  no  permits,  licenses,
            certifications, authorizations or approvals of, or notifications to,
            any  federal,   provincial,   municipal  or  local   government   or
            governmental agency, board,  commission or authority are required to
            be obtained by any of them:

            (i)   in  connection   with  the  execution  and  delivery  of  this
                  Agreement,   the  performance  by  them  of  their  respective
                  obligations  hereunder or the  completion  of the  transaction
                  provided for herein;

            (ii)  to avoid the loss of any  permit,  license,  certification  or
                  other authorization; or

            (iii) in order that the authority, right and qualification of WPC to
                  carry  on  business  in the  ordinary  course  and in the same
                  manner as presently  conducted remains in good standing and in
                  full force and effect as of and following the Closing Date;


                                      -6-
<PAGE>

      (c)   Status and Licences.

            (i)   WPC is a body corporate duly incorporated and validly existing
                  in all respects under the laws of the Province of Alberta. WPC
                  has all  necessary  corporate  power and  capacity  to own its
                  properties  and assets and to carry on its  business  as it is
                  now being conducted;

            (ii)  WPC is duly licensed, registered and qualified to carry on its
                  business as it is now being  conducted,  is  up-to-date in the
                  filing of all required corporate returns and other notices and
                  filings and is otherwise in good standing in all respects,  in
                  each jurisdiction in which:

                  (A)   it owns or leases property; or

                  (B)   the  nature  or  conduct  of its  business  or any  part
                        thereof,  or the  nature of its  properties  or any part
                        thereof, makes such qualification necessary or desirable
                        to enable its business to be carried on as now conducted
                        or to  enable  its  properties  and  assets to be owned,
                        leased and operated by it. WPC carries on business  only
                        in  Alberta  and  Saskatchewan.  WPC has not  carried on
                        business  in any  other  provinces  of  Canada  nor  any
                        jurisdiction outside of Canada;

      (d)   Compliance  with  Constating  Documents,  Agreements  and Laws.  The
            completion  of  the  transactions  provided  for  herein,  will  not
            constitute  or result in a violation or breach of or default  under,
            or cause the acceleration of any obligations of WPC, under:

            (i)   any  provision of its  articles,  by-laws or other  constating
                  documents;

            (ii)  the  terms of any  agreement  (written  or  oral),  indenture,
                  instrument  or   understanding  or  any  other  obligation  or
                  restriction to which it is a party or by which it is bound; or

            (iii) any  term or  provision  of any  license,  permit  or  similar
                  authorization   or  any  order  of  any  court,   governmental
                  authority or  regulatory  body or any law or regulation of any
                  jurisdiction applicable to it;

      (e)   Corporate  Records.  The corporate  records and minute books of WPC,
            all of which will be provided to the Purchaser  prior to the Closing
            Date,  are and  will at the  Closing  Date be  materially  complete,
            accurate and up to date;

      (f)   Shareholders'   Agreements,   etc.   There   are  no   shareholders'
            agreements,  pooling  agreements,  voting  trusts  or other  similar
            agreements  with  respect to the  ownership  or voting of any of the
            Purchased  Shares.  Further,  the minority  shareholders  which will
            remain  shareholders  of  WPC  after  Closing  have  no  special  or
            particular  rights  or  claims  as  against  WPC  other  than  those
            available  to  shareholders  of  corporations  generally  under  the
            Business Corporations Act (Alberta) or otherwise;


                                      -7-
<PAGE>

      (g)   Financial Statements.

            (i)   The  Audited  Financial  Statements  have or will prior to the
                  Closing Date have been prepared in accordance  with  generally
                  accepted accounting  principles applied on a consistent basis,
                  are true,  correct and complete in all  material  respects and
                  present fairly the financial  condition of WPC as at the dates
                  thereof and results of its  operations  and cash flows for the
                  periods to which such financial statements relate;

            (ii)  The financial  condition of WPC is now and at the Closing Date
                  will be in  substantially  similar  financial  condition as is
                  reflected in the Audited Financial Statements;

      (h)   Liabilities. WPC has no liabilities (contingent or otherwise) of any
            kind whatsoever, and there is no basis for the assertion against WPC
            of any liabilities of any kind, other than:

            (i)   liabilities  disclosed,  reflected  or  provided  for  in  the
                  Audited  Financial  Statements  or  otherwise  disclosed to or
                  known by the Purchaser,

            (ii)  liabilities  incurred since the date of the Audited  Financial
                  Statements  that  were  incurred  with  the  knowledge  of the
                  Purchaser and in the ordinary course of business; and

            (iii) other liabilities disclosed in this Agreement;

      (i)   Long Term Indebtedness. Except as disclosed in this Agreement or the
            Audited  Financial  Statements,   WPC  has  no  bonds,   debentures,
            mortgages,  promissory notes or other indebtedness  outstanding that
            matures  more  than  one year  after  the  date of the  creation  or
            issuance  of  the  same,  and  neither   corporation  is  under  any
            obligation  to  create or issue any  bonds,  debentures,  mortgages,
            promissory notes or other  indebtedness  maturing more than one year
            after the date of their creation or issuance;

      (j)   Absence of Certain Changes or Events.  Since the date of the Audited
            Financial Statements, WPC has not:

            (i)   incurred any  obligation or liability  (fixed or  contingent),
                  except  trade  or  business   obligations  incurred  with  the
                  knowledge  of the  Purchaser  and in the  ordinary  course  of
                  business;

            (ii)  paid or  satisfied  any  obligation  or  liability  (fixed  or
                  contingent), except:

                  (A)   current  liabilities  reflected  or provided  for in the
                        Audited Financial  Statements or otherwise  disclosed to
                        or known by the Purchaser;

                  (B)   current  liabilities  incurred  since  the  date  of the
                        Audited  Financial  Statements in the ordinary course of
                        business; and

                  (C)   payments  pursuant to obligations  under loan agreements
                        or other  contracts  or  commitments  described  in this
                        Agreement;


                                      -8-
<PAGE>

            (iii) created any Encumbrance  upon any of its properties or assets,
                  except as described in this  Agreement or otherwise  disclosed
                  to or known by the  Purchaser,  including the claim of Clifton
                  Associates;

            (iv)  sold, assigned,  transferred,  leased or otherwise disposed of
                  any of its properties or assets, except in the ordinary course
                  of business;

            (v)   purchased,  leased or  otherwise  acquired any  properties  or
                  assets, except in the ordinary course of business;

            (vi)  waived,  cancelled or written-off any rights, claims, accounts
                  receivable  or  any  amounts  payable  to  it,  except  in the
                  ordinary course of business;

            (vii) entered  into  any  transaction  or  contract,  except  in the
                  ordinary course of business;

            (viii) terminated,  discontinued, closed or disposed of any facility
                  or  business  operation,  except  in the  ordinary  course  of
                  business;

            (ix)  made  any  material  change  with  respect  to any  method  of
                  management,   operation  or   accounting  in  respect  of  the
                  Business;  (x)  suffered  any  damage,   destruction  or  loss
                  (whether  or not  covered by  insurance)  that has  materially
                  adversely  affected or could  materially  adversely affect the
                  Business;

            (xi)  made or incurred  any  material  change in, or become aware of
                  any event or condition  that is likely to result in a material
                  change  in,  the  Business  or  its  relationships   with  its
                  customers, suppliers or employees; or

            (xii) authorized,  agreed or otherwise become committed to do any of
                  the foregoing.

      (k)   Dividends  and  Distributions.  Since  incorporation,  WPC  has  not
            declared  or paid any  dividend  or made any other  distribution  in
            respect  of any of its  securities,  or  redeemed  or  purchased  or
            otherwise acquired any of its securities,  or reduced its authorized
            or issued capital, or agreed to any of the foregoing;

      (l)   Tax Matters.

            (i)   For  purposes  of  this  Agreement,   the  term  "Governmental
                  Charges" means and includes all taxes, customs duties,  rates,
                  levies, assessments, reassessments and other charges, together
                  with all penalties,  interest and fines with respect  thereto,
                  payable to any federal, provincial,  municipal, local or other
                  government or governmental agency, authority, board, bureau or
                  commission, domestic or foreign;

            (ii)  WPC has not yet duly  prepared  and filed all tax  returns and
                  other  documents  required to be filed by it in respect of all
                  Governmental Charges, but does warrant that no amounts will be
                  due and owing for  activities  attributable  to WPC and taking
                  place prior to Closing;


                                      -9-
<PAGE>

            (iii) WPC has  paid  all  Governmental  Charges  that  were  due and
                  payable  by it on or  before  the  date  hereof.  WPC  has  no
                  liability for  Governmental  Charges other than those provided
                  for in the Unaudited Financial Statements and those arising in
                  the  ordinary  course  of  business  since  the  date  of  the
                  Unaudited Financial Statements;

            (iv)  Canadian  federal and provincial  income tax assessments  have
                  been  issued  to  WPC  covering  all  past  periods  up to and
                  including  its last  fiscal  year end.  There are no  actions,
                  suits, proceedings,  investigations,  enquiries or claims made
                  or now  pending  or,  to the  best  of  the  knowledge  of the
                  Vendors,  threatened  against  WPC in respect of  Governmental
                  Charges;

            (v)   There  are  no  agreements,   waivers  or  other  arrangements
                  providing for any extension of time with respect to the filing
                  of any tax  return or other  document  or the  payment  of any
                  Governmental  Charges by WPC, or the period for any assessment
                  or reassessment of Governmental Charges;

            (vi)  WPC has  withheld  from each  amount  paid or  credited to any
                  person the amount of any  Governmental  Charges required to be
                  withheld therefrom and has remitted such Governmental  Charges
                  to the proper tax or other  receiving  authorities  within the
                  time periods required under applicable law; and

            (vii) WPC is a Canadian-controlled  private corporation,  as defined
                  in the ITA.

      (m)   Litigation. Other than on behalf of creditors of WPC which have been
            disclosed  to  the  Purchaser,   there  are  no  actions,  suits  or
            proceedings  against,  or,  to  the  best  of the  knowledge  of the
            Vendors,  pending or threatened,  by or against or affecting WPC, at
            law or in  equity,  or  before  or by  any  court  or  any  federal,
            provincial, municipal or other governmental department,  commission,
            board, bureau, agency or instrumentality, domestic or foreign.

      (n)   Environmental Matters.

      (i)   For the purposes of this  Agreement,  the following  words and terms
            will have the indicated meanings:

                  (A)   "Environmental  Laws"  means  all  applicable  statutes,
                        regulations,  ordinances,  by-laws,  interim directives,
                        information letters, guidelines, standards and codes and
                        all  international  treaties  and  agreements,   now  or
                        hereafter  in  force or  existence  in  Canada  (whether
                        federal,   provincial  or  municipal)  relating  to  the
                        protection   and   preservation   of  the   environment,
                        occupational health and safety,  product safety, product
                        liability or Hazardous  Substances,  including,  without
                        limitation, the Environmental Protection and Enhancement
                        Act  (Alberta),  as  amended  from  time  to  time  (the
                        "AEPEA"),  the  Environmental  Management and Protection
                        Act  (Saskatchewan),  as amended  from time to time (the
                        "EMPA") and the Canadian  Environmental  Protection  Act
                        (1999)  (Canada),  as  amended  from  time to time  (the
                        "CEPA");


                                      -10-
<PAGE>

                  (B)   "Environmental  Permits"  includes all orders,  permits,
                        certificates,  approvals,  consents,  registrations  and
                        licenses   issued  by  any  competent   authority  under
                        Environmental Laws;

                  (C)   "Hazardous  Substance" means,  collectively,  any waste,
                        hazardous substance,  toxic substance,  hazardous waste,
                        oilfield  waste,  dangerous  oilfield waste or dangerous
                        goods  as  defined  under  any  Environmental   Laws  or
                        pollutant, or any other substance that, when released to
                        the  environment,  is likely to cause, at some immediate
                        or future  time,  material  harm or  degradation  to the
                        environment  or  material  risk  to  human  health,  but
                        specifically   excludes   those   substances   naturally
                        occurring on or about the Lands; and

                  (D)   "Release"  means any  release,  spill,  leak,  emission,
                        discharge, leach, dumping, escape or other disposal that
                        is  or  has   been   made   in   contravention   of  any
                        Environmental Laws;

            (ii)  To the actual  knowledge WPC after  reasonable  investigation,
                  and  to  the  actual   knowledge  of  the   Vendors,   without
                  investigation, the operation of the Business, the property and
                  assets  owned  or used by WPC and  the  use,  maintenance  and
                  operation  thereof  has  been  and is in  compliance  with all
                  Environmental  Laws.  To the actual  knowledge  of WPC,  after
                  reasonable  investigation,  and to the actual knowledge of the
                  Vendors,  without  investigation,  WPC has  complied  with all
                  reporting and monitoring  requirements under all Environmental
                  Laws.  None of WPC or the Vendors has  received  any notice of
                  any  non-compliance  with any Environmental  Laws, and WPC has
                  not  been   prosecuted   or   convicted   of  an  offence  for
                  non-compliance  with any  Environmental  Laws or been fined or
                  otherwise  sentenced  or  settled  such  prosecution  short of
                  conviction.  WPC has not received any claim or demand from any
                  person or authority  regarding breach or alleged breach of any
                  Environmental  Laws or  costs  of  clean  up of any  hazardous
                  substance  or notice of any such claim or demand and there are
                  no  grounds  on which any such  claim or demand  could be made
                  with any reasonable likelihood of success;

            (iii) To the actual knowledge WPC, after  reasonable  investigation,
                  and  to  the  actual   knowledge  of  the   Vendors,   without
                  investigation,  no  Environmental  Permits  are  necessary  to
                  conduct the  Business to date in  accordance  with  applicable
                  laws and to own its properties and assets and the operation of
                  such  Business,  the  properties  and assets owned by WPC have
                  been and are in compliance with all Environmental Permits;

            (iv)  To the actual knowledge of WPC, and to the actual knowledge of
                  the  Vendors,  without  investigation,  there are no Hazardous
                  Substances located on any of the properties or assets owned or
                  used by, or previously owned or used by WPC, and no Release of
                  any  Hazardous   Substances  has  occurred  on  or  from  such
                  properties  and assets or has resulted  from the  operation of
                  the  Business or the conduct of any other  activities  of WPC.
                  WPC has not used any of their respective  properties or assets
                  to produce,  generate,  store, handle, transport or dispose of
                  any Hazardous Substances;


                                      -11-
<PAGE>

            (v)   To the actual  knowledge  WPC, and to the actual  knowledge of
                  the Vendors,  without investigation,  there are no underground
                  or surface storage tanks or urea formaldehyde foam insulation,
                  asbestos,  polychlorinated  biphenyls  (PCBs)  or  radioactive
                  substances  located on or in any of the  properties  or assets
                  owned or used by WPC.  WPC has not  conducted  or caused to be
                  conducted an environmental  audit,  assessment or study of any
                  of  its  properties  or  assets  used  in the  conduct  of the
                  Business;

      (o)   Title to Assets.  WPC is the legal and beneficial  owner of, and has
            good and  marketable  title to, all of its  properties  and  assets,
            including,  without limitation,  the properties and assets reflected
            in the Unaudited Financial  Statements and all properties and assets
            acquired  by  WPC  since  the  date  of  the   Unaudited   Financial
            Statements, free and clear of all Encumbrances, except for:

            (i)   the  Encumbrances  disclosed  or  reflected  in the  Unaudited
                  Financial Statements; and

            (ii)  liens for taxes not yet due and payable; and

            (iii) with respect to the Permits, the Vendors do not warranty title
                  but do represent  and warrant that, to the best of the Vendors
                  knowledge,  information and belief,  after due  investigation,
                  WPC has not  disposed of any interest in or to the Permits and
                  accordingly WPC beneficially  holds a 100% working interest in
                  and to the Permits;

      (p)   Subsidiaries and Other  Interests.  WPC has no subsidiaries and owns
            no securities  issued by, or any equity or other ownership  interest
            in, any person;

      (q)   Partnerships or Joint Ventures.  Other than as previously  disclosed
            to the  Purchaser,  WPC  is  not a  partner  or  participant  in any
            partnership,  joint  venture,  profit-sharing  arrangement  or other
            similar  association of any kind, or a party to any agreement  under
            which it  agrees  to carry on any part of a  business  or any  other
            activity in such manner or by which it agrees to share any  revenue,
            profit or expenses with any other person;

      (r)   Restrictions  on Doing  Business.  WPC is not a party to or bound by
            any agreement that would restrict or limit its right to carry on any
            business or activity  or to solicit  business  from any person or in
            any geographical area or otherwise to conduct the Business as it may
            determine or desire.  WPC is not subject to any  legislation  or any
            judgment,   order  or  requirement  of  any  court  or  governmental
            authority that is not of general  application to persons carrying on
            a business similar to the Business.  To the best of the knowledge of
            the  Vendors,  there  are  no  facts  or  circumstances  that  could
            materially  adversely  affect  the  ability  of WPC to  continue  to
            operate the  Business as presently  conducted  by it  following  the
            completion of the transactions contemplated by this Agreement;

      (s)   Outstanding  Agreements.  WPC  is not a  party  to or  bound  by any
            outstanding or executory contract, except for contracts described or
            referred to in this  Agreement  and  contracts  made in the ordinary
            course of business;

      (t)   Good Standing of Agreements.  WPC is not in default or breach of any
            of its  obligations  under any one or more of the contracts to which
            it is a party or by which it is bound and  there  exists no state of
            facts that,  after notice or lapse of time or both, would constitute
            such a  default  or  breach.  All  such  contracts  are  now in good
            standing and in full force and effect without amendment thereto; WPC
            is  entitled  to all  benefits  thereunder  and,  to the best of the
            knowledge of the Vendors,  the other  parties to such  contracts are
            not in  default  or breach of any of their  obligations  thereunder.
            There  are no  contracts  under  which  the  rights  of WPC  (or the
            performance by WPC) are dependent upon or supported by the guarantee
            of or any security  provided by any other person. To the best of the
            knowledge of the Vendors and WPC, the other parties to all contracts
            to which WPC is a party have the  capacity  to perform  all of their
            respective obligations under such contracts;


                                      -12-
<PAGE>

      (u)   Employment  Agreements.  WPC is not a party to any  written  or oral
            employment,   service  or  consulting  agreement,  except  for  oral
            employment  agreements  that are of indefinite  term and without any
            special arrangements or commitments with respect to the continuation
            of employment or payment of any particular  amount upon  termination
            of employment or engagement;

      (v)   Compliance  with  Laws.  WPC  is not in  violation  of any  federal,
            provincial,  municipal  or  other  law,  regulation  or order of any
            government  or  governmental  or regulatory  authority,  domestic or
            foreign.

3.3   Representations and Warranties by the Purchaser

      The Purchaser hereby represents and warrants to the Vendors as follows and
acknowledges  that the  Vendors are  relying  upon the  accuracy of each of such
representations  and  warranties in  connection  with the sale,  assignment  and
transfer of the Purchased Shares by the Vendors to the Purchaser hereunder.  The
Purchaser's representations and warranties are as follows:

      (a)   Corporate  Authority  and Binding  Obligation.  The  Purchaser  is a
            corporation duly incorporated and validly  subsisting under the laws
            of Colorado.  The Purchaser has the corporate  power and capacity to
            enter into this Agreement and to purchase the Purchased  Shares from
            the Vendors in the manner  provided for herein and to perform all of
            the Purchaser's obligations under this Agreement.  The Purchaser and
            its board of  directors  has or will have  taken  all  necessary  or
            desirable  actions,  steps and  corporate and other  proceedings  to
            approve or authorize, validly and effectively, the entering into and
            the execution,  delivery and  performance of, this Agreement and the
            purchase of the Purchased Shares from the Vendors. This Agreement is
            a legal, valid and binding obligation of the Purchaser,  enforceable
            against it in accordance with its terms, subject to:

            (i)   bankruptcy, insolvency,  moratorium,  reorganization and other
                  laws  relating to or affecting the  enforcement  of creditors'
                  rights generally; and

            (ii)  the general  principles of equity,  including  that  equitable
                  remedies,  such as the  remedies of specific  performance  and
                  injunctive  relief, may only be granted in the discretion of a
                  court;

      (b)   Compliance  with  Constating  Documents,  Agreements  and Laws.  The
            execution,  delivery and  performance  of this Agreement and each of
            the  other  agreements  contemplated  or  referred  to herein by the
            Purchaser and the completion of the transaction provided for herein,
            will not constitute or result in a violation or breach of or default
            under:


                                      -13-
<PAGE>

            (i)   any term or provision of any of the articles, by-laws or other
                  constating documents of the Purchaser;

            (ii)  the terms of any contract to which the Purchaser is a party or
                  by which it is bound; or

            (iii) subject to obtaining applicable regulatory consents,  any term
                  or provision of any licenses or registrations of the Purchaser
                  or  any  order  of  any  court,   governmental   authority  or
                  regulatory  body or any  applicable  law or  regulation of any
                  jurisdiction;

      (c)   Conduct of Business. The Purchaser is (prior to giving effect to the
            transactions provided for in this Agreement) conducting its business
            in all material  respects in compliance  with all  applicable  laws,
            rules and regulations in the  jurisdictions in which its business is
            carried on;

      (d)   Litigation.  There are no  actions,  proceedings  or  investigations
            pending  or,  to  the  best  of  the  knowledge  of  the  Purchaser,
            threatened  by or against or affecting the  Purchaser,  at law or in
            equity, or before or by any federal, provincial,  municipal or other
            government  department,  commission,  board or agency,  domestic  or
            foreign,  that in any way materially adversely affects the Purchaser
            or the  condition  (financial  or other) of the  Purchaser  or which
            affects or may  materially  affect the capacity of the  Purchaser to
            complete the transaction provided for in this Agreement;

      (e)   Shares  Properly  Issued Upon the issuance of the CanWest  Shares to
            the Vendors,  such shares will be  outstanding  as duly  authorized,
            issued,  fully paid and non-assessable  shares in the capital of the
            Purchaser  and will in due course be posted  for  trading on the OTC
            Bulletin  Board  (the  "OTCBB")  or such  other  stock  exchange  or
            quotation  system on which the common  shares of the  Purchaser  may
            from time to time be posted for  trading.  The shares will be issued
            in  reliance  upon  the  "exempt  takeover  bid"  provisions  of the
            applicable securities legislation,  and the Vendors acknowledge that
            the CanWest shares may be subject to an indefinite hold period under
            Canadian securities laws;

      (f)   Securities  Laws and  Regulations  The  Purchaser  is not in default
            under  any  securities  laws  and  regulations   applicable  to  the
            Purchaser;

      (g)   Stock  Exchange  Matters  The  outstanding   common  shares  of  the
            Purchaser are listed and posted for trading on the OTCBB and are not
            currently suspended from trading or subject to any cease trade order
            or similar  prohibition  imposed by any regulatory body or authority
            having jurisdiction over the affairs of the Purchaser;

      (h)   Corporate  Records The  corporate  records  and minute  books of the
            Purchaser  contain  complete and accurate minutes of all meetings of
            the  directors  and  shareholders  of the  Purchaser  held since the
            incorporation  of the Purchaser,  all such meetings were duly called
            and held, and the register of directors of the Purchaser is complete
            and accurate in all material respects;

      (i)   Public Records All public  documentation filed by the Purchaser with
            the  Securities  and  Exchange  Commission  and the OTCBB,  and that
            available  on the  website  of the  Purchaser  contain  no  material
            misrepresentations  with  respect to the  Purchaser,  its  business,
            affairs  and  financial  condition.  The books of account  and other
            records of the  Purchaser  of a financial  or an  accounting  nature
            which  form  part of the  public  record  of the  Purchaser  reflect
            accurately the financial position and status of the Purchaser.


                                      -14-
<PAGE>

                                   ARTICLE IV
           SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES

4.1   Survival of Representations and Warranties by the Vendors

      The  representations and warranties made by the Vendors in this Agreement,
or in any document or  certificate  given in order to carry out the  transaction
provided  for herein,  will  survive  Closing and the  purchase  and sale of the
Purchased Shares and,  notwithstanding such Closing or any investigation made by
or on  behalf of the  Purchaser  or any other  person  or any  knowledge  of the
Purchaser or any other person,  shall  continue in full force and effect for the
benefit of the Purchaser, subject to the following provisions:

      (a)   except as provided in (b) and (c) of this Section, no Warranty Claim
            may be made or brought by the Purchaser  after the date which is one
            year following the Closing Date;

      (b)   notwithstanding   anything  else  contained  in  this  Agreement  or
            elsewhere,  each of the parties comprising the Vendors shall only be
            liable for breaches of  representations  and warranties  relating to
            the Vendor in question and,

      (c)   any  Warranty  Claim  which  is  based  upon or  relates  to the tax
            liability  of WPC  for a  particular  taxation  year  may be made or
            brought by the Purchaser at any time prior to the  expiration of the
            period (if any) during which an  assessment,  reassessment  or other
            form of recognized document assessing liability for tax, interest or
            penalties  in respect of such  taxation  year under  applicable  tax
            legislation  could be issued (or, in the case of any such assessment
            or  reassessment,  until the  issues  in  dispute  have  been  fully
            resolved) assuming that WPC and the Purchaser do not file any waiver
            or similar document  extending such period as otherwise  determined;
            and

      (d)   any  Warranty  Claim  which is based upon or relates to title to the
            Purchased    Shares   or   which   is   based    upon    intentional
            misrepresentation  or fraud by the Vendors may be made or brought by
            the Purchaser at any time for the maximum period permitted by law.

      After the  expiration  of the  period of time  referred  to in (a) of this
Section,  the Vendors will be released from all  obligations  and liabilities in
respect  of the  representations  and  warranties  made by the  Vendors  in this
Agreement,  or in any  document or  certificate  given in order to carry out the
transaction provided for herein, except with respect to any Warranty Claims made
by the Purchaser in writing and in good faith (with particulars as to the nature
of the Warranty Claim, to the extent then known) prior to the expiration of such
period and subject to the rights of the Purchaser to make any claim permitted by
(b) and (c) of this Section.

4.2   Survival of Representations and Warranties by Purchaser

      The   representations  and  warranties  made  by  the  Purchaser  in  this
Agreement,  or in any  document or  certificate  given in order to carry out the
transaction  provided for herein, will survive Closing and the purchase and sale
of the Purchased Shares and,  notwithstanding  such Closing or any investigation
made by or on behalf of the Vendors or any other person or any  knowledge of the
Vendors or any other  person,  shall  continue  in full force and effect for the
benefit of the Vendors, subject to the following provisions:


                                      -15-
<PAGE>

      (a)   except as provided in (b) and (c) of this Section, no Warranty Claim
            may be made or  brought by the  Vendors  after the date which is one
            year following the Closing Date;

      (b)   any  Warranty  Claim  which  is  based  upon or  relates  to the tax
            liability of the  Purchaser  for a particular  taxation  year may be
            made or brought by the  Vendors at any time prior to the  expiration
            of the period (if any) during which an assessment,  reassessment  or
            other  form of  recognized  document  assessing  liability  for tax,
            interest  or  penalties  in  respect  of such  taxation  year  under
            applicable tax  legislation  could be issued (or, in the case of any
            such  assessment or  reassessment,  until the issues in dispute have
            been fully  resolved)  assuming that the Purchaser does not file any
            waiver or  similar  document  extending  such  period  as  otherwise
            determined; and

      (c)   any  Warranty  Claim  which is based upon or relates to  intentional
            misrepresentation  or fraud by the  Purchaser may be made or brought
            by the  Purchaser  at any time for the maximum  period  permitted by
            law.

      After the  expiration  of the  period of time  referred  to in (a) of this
Section,  the Purchaser will be released from all obligations and liabilities in
respect of the  representations  and  warranties  made by the  Purchaser in this
Agreement,  or in any  document or  certificate  given in order to carry out the
transaction provided for herein, except with respect to any Warranty Claims made
by the Vendors in writing and in good faith (with  particulars  as to the nature
of the Warranty Claim, to the extent then known) prior to the expiration of such
period and subject to the rights of the Vendors to make any claim  permitted  by
(b) and or (c) of this Section.

                                    ARTICLE V
                                    COVENANTS

5.1   Covenants by the Vendors

      The Vendors covenant to and with the Purchaser as follows:

      (a)   Satisfaction  of Conditions  Etc.: Each of the Vendors will take all
            actions  within its control to ensure that the  representations  and
            warranties  in  Sections  3.1 and 3.2 remain true and correct in all
            material respects at the Closing Time.

      (b)   Transfer of Purchased  Shares.  At or before the Closing  Time,  the
            Vendors shall cause all necessary  steps and proceedings to be taken
            in order to permit  the  Purchased  Shares to be duly and  regularly
            transferred to the Purchaser.

      (c)   Due  Diligence.  In order to enable the  Purchaser  to complete  its
            proper due  diligence,  the Vendors  shall give to the Purchaser and
            its counsel,  accountants  and other  representatives  access during
            normal business hours to the facilities, assets and personnel of the
            Business,  shall furnish to the  Purchaser and such  representatives
            all such additional  documents (the identification of which shall be
            certified  by an  officer  of the  Vendor  furnishing  the same,  if
            requested), financial information and other information with respect
            to any of the Business or the assets as the  Purchaser may from time
            to time reasonably request.  The Vendors agree that no investigation
            by the  Purchaser or its  representatives  shall affect or limit the
            scope of the Vendors' representations and warranties herein or limit
            the Vendors'  liability for any breach of such  representations  and
            warranties;  provided,  however,  that the Purchaser  shall promptly
            disclose to the Vendors any breaches of the Vendors' representations
            and  warranties  that come to the attention of the Purchaser  during
            the Purchaser's due diligence review;


                                      -16-
<PAGE>

      (d)   Audit.  The Vendors shall cooperate with, and provide all reasonable
            assistance  to, the  Purchaser  with  respect to any audits of prior
            fiscal periods of WPC that may be required after the Closing Date in
            order  to  permit  the   Purchaser  to  comply  with  requests  from
            regulatory  authorities;  provided,  however,  that any such  audits
            shall be at the expense of the Purchaser.

      (e)   Post Closing Tax Matters.  The Purchaser  shall be entitled (and the
            Vendors shall permit the  Purchaser) to prepare and file or cause to
            be  prepared  and  filed  all  tax  returns  for WPC and AOC for all
            periods  ending on or prior to the  Closing  Date (to the extent not
            filed prior to Closing).  The Vendors shall cooperate  fully, and to
            the extent reasonably requested by the Purchaser, in connection with
            the  preparation  and filing of any such tax  returns and any audit,
            litigation or other proceeding with respect to Governmental  Charges
            in connection  with all tax returns or filing  periods  ending on or
            before the Closing Date.

      (f)   Shareholders'  Loan. The Vendors will arrange for the  shareholder's
            loan from Todd  Montgomery to WPC (and security in respect  thereof)
            to be  transferred  and assigned to or to the order of the Purchaser
            at Closing.

5.2   Covenants by the Purchaser

      The Vendors covenant to and with the Purchaser as follows:

      (a)   Satisfaction of Conditions Etc. The Purchaser  covenants to and with
            the Vendors  that the  Purchaser  will take all  actions  within its
            control to ensure that the representations and warranties in Section
            3.3 remain true and correct in all material  respects at the Closing
            Time.

      (b)   Payment of  Liabilities.  Concurrent  with the Closing of the within
            transaction, CanWest has agreed to assume and settle the outstanding
            indebtedness  of WPC to a maximum  aggregate  amount of  $1,300,000.
            CanWest  covenants to negotiate in good faith with creditors of WPC,
            and will  attempt to settle all  legitimate  claims,  whether or not
            such claims are legally enforceable,  by June 30, 2005. CanWest will
            settle such debts in  accordance  with  reasonable  directions to be
            given by Todd  Montgomery.  The accounts  due to Collins  Barrow LLP
            Brent Walter,  solicitor for WPC,  copies of which shall be provided
            to the Purchaser prior to Closing, shall be entirely paid at Closing
            by way of certified  cheque,  solicitors'  trust cheque to a maximum
            aggregate amount of $50,000.

      (c)   Trading  Restrictions on CanWest Shares. The Purchaser  covenants to
            use its reasonable  best efforts to remove all trading  restrictions
            applicable to the CanWest Shares issued to the Vendors  hereunder in
            accordance  with the  provisions  of  subsections  2.2(a) and 2.2(b)
            hereof.


                                      -17-
<PAGE>

                                   ARTICLE VI
                                   CONDITIONS

6.1   Conditions to the Obligations of the Purchaser

      Notwithstanding anything herein contained, the obligation of the Purchaser
to complete the  transactions  provided for in this Agreement will be subject to
the  fulfillment of each of the following  conditions at or prior to the Closing
Time,  and the Vendors  covenant  to use their best  efforts to ensure that such
conditions are fulfilled.

      (a)   Accuracy  of  Representations  and  Warranties  and  Performance  of
            Covenants.   The  representations  and  warranties  of  the  Vendors
            contained in this  Agreement  shall be true and accurate on the date
            hereof  and at the  Closing  Time with the same  force and effect as
            though such  representations  and warranties had been made as of the
            Closing Time. In addition,  the Vendors shall have complied with all
            covenants and agreements  herein agreed to be performed or caused to
            be performed by it at or prior to the Closing Time;

      (b)   Material  Adverse Change.  As of the Closing Date,  there shall have
            been no  change  in the  Business  (as  reflected  in the  Unaudited
            Financial Statements),  howsoever arising,  except changes that have
            occurred in the ordinary  course of business and that,  individually
            or in the  aggregate,  have not  affected  (and  are not  reasonably
            expected to affect) the Business in any material adverse way;

      (c)   No  Restraining  Proceedings.  No order,  decision  or ruling of any
            court,  tribunal or regulatory  authority having  jurisdiction shall
            have been  made,  and no action or  proceeding  shall be  pending or
            threatened  that, in the  reasonable  opinion of the  Purchaser,  is
            likely to result in an order, decision or ruling:

            (i)   to disallow,  enjoin,  prohibit or impose any  limitations  or
                  conditions  on the purchase and sale of the  Purchased  Shares
                  contemplated  hereby or the right of the  Purchaser to own the
                  Purchased Shares and enjoy all rights of ownership therein; or

            (ii)  to  impose  any  limitations  or  conditions  that may have an
                  adverse effect on the Business;

      (d)   Consents. All consents required to be obtained in order to carry out
            the transactions provided for herein in compliance with all laws and
            agreements  binding upon the parties hereto shall have been obtained
            and all necessary regulatory approvals shall have been obtained in a
            form and on terms, if any, acceptable to the Purchaser;

      (e)   Satisfactory Due Diligence. The Purchaser, acting reasonably,  shall
            be  satisfied  with the results of its due  diligence  review of the
            Business and the assets of WPC;

      (f)   Documents.  The Vendors  shall have  executed  and  delivered to the
            Purchaser  the documents  set forth in Section  7.2(a),  in form and
            substance reasonably satisfactory to the Purchaser;


                                      -18-
<PAGE>

      (g)   Transfer of Purchased  Shares.  All necessary  steps and proceedings
            shall have been taken to permit the Purchased  Shares to be duly and
            regularly   transferred  to  and  registered  in  the  name  of  the
            Purchaser;

      (h)   Legal Matters. All actions,  proceedings,  instruments and documents
            required to implement this Agreement,  or instrumental  thereto, and
            all legal matters relating to the purchase of the Purchased  Shares,
            shall have been  approved  as to form and  legality  by  Purchaser's
            counsel, acting reasonably; and

      (i)   Encumbrances.  All  Encumbrances  on assets  of WPC shall  have been
            discharged or other arrangements satisfactory to the Purchaser shall
            have been made.  Without  limiting the  generality of the foregoing,
            Todd  Montgomery  and  Philadelphia  Capital  Corp.  will  assign at
            Closing  any  and all  shareholders'  loans  owed  by  WPC,  and all
            security therefore, to the Purchaser.

6.2   Waiver or Termination by Purchaser

      The  conditions  contained in Section 6.1 are  inserted for the  exclusive
benefit of the  Purchaser and may be waived in whole or in part by the Purchaser
at any time.  The Vendors  acknowledge  that the waiver by the  Purchaser of any
condition or any part of any  condition  shall  constitute a waiver only of such
condition  or such  part of such  condition,  as the case may be,  and shall not
constitute a waiver of any covenant, agreement,  representation or warranty made
by the Vendors  herein that  corresponds or is related to such condition or such
part of such condition,  as the case may be. If any of the conditions  contained
in  Section  6.1 is not  fulfilled  or  complied  with as herein  provided,  the
Purchaser may, at its option,  terminate the Purchaser's  obligations under this
Agreement  by notice in writing to the Vendors  and in such event the  Purchaser
shall be released from all  obligations  hereunder and,  unless the condition or
conditions  that  have  not  been  fulfilled  are  reasonably  capable  of being
fulfilled or caused to be fulfilled by the Vendors,  then the Vendors shall also
be released from all obligations hereunder.

6.3   Conditions to the Obligations of the Vendors

      Notwithstanding  anything herein contained,  the obligation of the Vendors
to  complete  the  transactions  provided  for  herein  will be  subject  to the
fulfillment of all of the following  conditions at or prior to the Closing Time,
and the Purchaser  will use its best efforts to ensure that such  conditions are
fulfilled.

      (a)   Accuracy  of  Representations  and  Warranties  and  Performance  of
            Covenants.  The  representations  and  warranties  of the  Purchaser
            contained  in this  Agreement  will be true and accurate on the date
            hereof  and at the  Closing  Time with the same  force and effect as
            though such  representations  and warranties had been made as of the
            Closing  Time. In addition,  the Purchaser  shall have complied with
            all covenants and agreements herein agreed to be performed or caused
            to be performed by it at or prior to the Closing Time;

      (b)   No  Restraining  Proceedings.  No order,  decision  or ruling of any
            court,  tribunal or regulatory  authority having  jurisdiction shall
            have been  made,  and no action or  proceeding  shall be  pending or
            threatened that, in the reasonable opinion of the Vendors, is likely
            to result in an order,  decision or ruling,  to disallow,  enjoin or
            prohibit the purchase and sale of the Purchased Shares  contemplated
            hereby;


                                      -19-
<PAGE>

      (c)   Consents. All consents required to be obtained in order to carry out
            the  transactions  provided  for in  compliance  with  all  laws and
            agreements binding upon the parties hereto shall have been obtained;
            and

      (d)   No  Material  Changes.  As at the  Closing  Date,  there shall be no
            material  adverse  changes in the  business,  affairs  or  financial
            condition  of  the   Purchaser,   except  as  may  result  from  the
            transactions provided for in this Agreement.

6.4   Waiver or Termination by Vendors

      The  conditions  contained in Section 6.3 are  inserted for the  exclusive
benefit of the  Vendors  and may be waived in whole or in part by the Vendors at
any time.  The  Purchaser  acknowledges  that the  waiver by the  Vendors of any
condition or any part of any  condition  shall  constitute a waiver only of such
condition  or such  part of such  condition,  as the case may be,  and shall not
constitute a waiver of any covenant, agreement,  representation or warranty made
by the Purchaser herein that corresponds or is related to such condition or such
part of such condition,  as the case may be. If any of the conditions  contained
in Section 6.3 is not fulfilled or complied with as herein provided, the Vendors
may at their option,  terminate the Vendors' obligations under this Agreement by
notice in  writing  to the  Purchaser  and in such  event the  Vendors  shall be
released from all obligations  hereunder and, unless the condition or conditions
that have not been fulfilled are reasonably capable of being fulfilled or caused
to be fulfilled by the Purchaser, then the Purchaser shall also be released from
all obligations hereunder.

                                   ARTICLE VII
                                     CLOSING

7.1   Closing Arrangements

      Subject to fulfillment  of the  conditions set out herein,  closing of the
transaction  provided for herein shall occur at the Closing Time, at the offices
of  ProVenture  Law LLP,  Suite 2, Mount Royal  Village,  880-16th  Avenue S.W.,
Calgary,  Alberta,  T2R 1J9,  or at such other place as the parties may agree in
writing (the "Closing").

7.2   Documents to be Delivered

      At or before the Closing Time, the Vendors shall  execute,  or cause to be
executed,  and shall deliver,  or cause to be delivered,  to the Purchaser,  all
agreements,  instruments,  notices, certificates and other documents that are to
be  delivered  by the Vendors  pursuant to this  Agreement,  in form  reasonably
satisfactory  to the Purchaser and the Purchaser  shall execute,  or cause to be
executed,  and shall deliver, or cause to be delivered,  to the Vendors, in form
reasonably   satisfactory  to  the  Vendors  all  share   certificates  and  all
agreements,   instruments,   notices,   certificates  and  other  documents  and
instruments  that the Purchaser is to deliver or cause to be delivered  pursuant
to this Agreement, including the following:

      (a)   Vendors' Documents:

            (i)   all share certificates representing the Purchased Shares, duly
                  endorsed for  transfer to the  Purchaser or to such nominee of
                  the Purchaser as the Purchaser may direct;

            (ii)  duly issued share  certificate(s)  representing  the Purchased
                  Shares,  in the name of the  Purchaser  or in the name of such
                  nominee as the Purchaser may direct;


                                      -20-
<PAGE>

            (iii) duly executed resignations of each person who is a director or
                  officer of WPC, to the extent specified by the Purchaser;

            (iv)  all consents, waivers, releases and authorizations required to
                  enable the transfer of the Purchased Shares to the Purchaser;

            (v)   a certified copy of such  resolutions of the directors of each
                  of the Vendors as may be required  in order to  authorize  the
                  execution, delivery and performance of this Agreement;

            (vi)  all corporate  records,  minute books,  accounting records and
                  other  documents,  agreements  or records of or  pertaining to
                  WPC;

            (vii) the corporate seal, if any, of WPC; and

            (viii) all such other documents and instruments as the Purchaser may
                  reasonably require.

      (b)   Purchaser's Documents:

            (i)   If requested by the Vendors prior to the Closing  Date,  share
                  certificates  representing  the CanWest Shares to be issued as
                  provided for in subsections  2.2(a) and 2.2(b) hereof,  If the
                  Vendors do not request the subject  certificates  prior to the
                  Closing  Date,   the   Purchaser   convents  to  deliver  such
                  certificates,  without further  compensation,  upon receipt of
                  the Vendors written request for same;

            (ii)  a certified  copy of such  resolutions of the directors of the
                  Purchaser  as  may be  required  in  order  to  authorize  the
                  execution, delivery and performance of this Agreement;

            (iii) certified  cheque,  solicitors  trust cheque or undertaking to
                  pay in the amount of $50,000 made payable to  "ProVenture  Law
                  LLP,  in trust",  which  funds will be used by the  Vendors to
                  fully  pay and  discharge  any and all  liabilities  of WPC to
                  Collins Barrow LLP Chartered Accountants and to ProVenture Law
                  LLP,  Barristers and  Solicitors,  for  professional  services
                  rendered to the Closing Date; and

            (iv)  all such other  documents and  instruments  as the Vendors may
                  reasonably require.

                                  ARTICLE VIII
                                 INDEMNIFICATION

8.1   Indemnity by the Vendors

      (a)   Subject  to Section  8.3,  the  Vendors  hereby  agree to  severally
            indemnify  and save the  Purchaser  harmless  from and  against  any
            claims,  demands,   actions,  causes  of  action,  damages,  losses,
            deficiencies,  costs,  liabilities  and expenses that may be made or
            brought  against the  Purchaser or that the  Purchaser may suffer or
            incur as a result of, in respect of or arising out of:


                                      -21-
<PAGE>

            (i)   any  non-performance  or  non-fulfillment  of any  covenant or
                  agreement of the Vendors contained in this Agreement or in any
                  document  delivered  by the  Vendors in order to carry out the
                  transaction provided for herein;

            (ii)  any misrepresentation,  inaccuracy, incorrectness or breach of
                  any  representation  or  warranty  made by the Vendors in this
                  Agreement or in any document or certificate  given in order to
                  carry out the transaction provided for herein; and

            (iii) all costs and expenses including,  without  limitation,  legal
                  fees on a solicitor-and-his own client basis, incidental to or
                  in respect of the foregoing.

      (b)   The  obligations  of  indemnification  by the  Vendors  pursuant  to
            paragraph (a) of this Section will be:

            (i)   subject to the  limitations  referred  to in Section  4.1 with
                  respect  to  (i)  the  survival  of  the  representations  and
                  warranties   by  the   Vendors;   (ii)  the   fact   that  the
                  representations  and warranties of the Vendors are several and
                  not  joint  and  several,  and that  each  Vendor  is  legally
                  responsible  only  for  and to the  extent  that  breaches  of
                  representations  and warranties,  if any, are  attributable to
                  the  particular  Vendor in question;  and (iii) the  aggregate
                  liability  attributable  to each  Vendor for  breaches  of any
                  terms of this  Agreement  be capped at an amount  equal to the
                  pro rata cash proceeds  from the sale of the Purchased  Shares
                  attributable to the Vendor in question; and

            (ii)  subject to Section 8.3.

8.2   Indemnity by the Purchaser

      (a)   Subject to Section 8.3, the Purchaser hereby agrees to indemnify and
            save the Vendors  harmless  from and  against  any claims,  demands,
            actions, causes of action,  damages,  losses,  deficiencies,  costs,
            liabilities  and  expenses  that may be made or brought  against the
            Vendors or which the  Vendors may suffer or incur as a result of, in
            respect of or arising out of:

            (i)   any  non-performance  or  non-fulfillment  of any  covenant or
                  agreement of the Purchaser  contained in this  Agreement or in
                  any document  delivered by the Purchaser in order to carry out
                  the transaction provided for herein;

            (ii)  any misrepresentation,  inaccuracy, incorrectness or breach of
                  any  representation  or warranty made by the Purchaser in this
                  Agreement or in any document or certificate  given in order to
                  carry out the transaction provided for herein; and

            (iii) all costs and expenses including,  without  limitation,  legal
                  fees on a solicitor-and-his own client basis, incidental to or
                  in respect of the foregoing.


                                      -22-
<PAGE>

      (b)   The  obligations  of  indemnification  by the Purchaser  pursuant to
            paragraph (a) of this Section will be:

            (i)   subject to the  limitations  referred  to in Section  4.2 with
                  respect to the survival of the  representations and warranties
                  by the Purchaser; and

            (ii)  subject to Section 8.3.

8.3   Provisions Relating to Indemnity Claims

      The  following  provisions  will apply to any claim by the  Purchaser  for
indemnification  by the Vendors  pursuant to this  Agreement and to any claim by
the Vendors for  indemnification  by the  Purchaser  pursuant to this  Agreement
(hereinafter,  in this Section 8.3, the party making a claim for indemnification
will be referred to as the  "Indemnified  Party" and the party  against whom the
claim for  indemnification  is made  will be  referred  to as the  "Indemnifying
Party".  Any such claim for  indemnity  will be  referred  to as the  "Indemnity
Claim").

      (a)   Promptly after becoming aware of any matter that may give rise to an
            Indemnity  Claim,   the  Indemnified   Party  will  provide  to  the
            Indemnifying  Party written notice of the Indemnity Claim specifying
            (to the extent that  information is available) the factual basis for
            the Indemnity  Claim and the amount of the Indemnity Claim or, if an
            amount is not then  determinable,  an  estimate of the amount of the
            Indemnity  Claim,  if an estimate is feasible in the  circumstances,
            provided,  however,  that no delay  on the  part of the  Indemnified
            Party  in  notifying  the   Indemnifying   Party  will  relieve  the
            Indemnifying  Party from its obligation to indemnify the Indemnified
            Party unless (and only to the extent) that the Indemnifying Party is
            prejudiced by such delay.

      (b)   If an Indemnity  Claim relates to an alleged  liability to any other
            person  (hereinafter,  in this  Section  8.3,  called a "Third Party
            Liability"),   including  without  limitation  any  governmental  or
            regulatory body or any taxing  authority,  which is of such a nature
            that the  Indemnified  Party is required by applicable law to make a
            payment  to  a  third  party  before  the  relevant   procedure  for
            challenging the existence or quantum of the alleged liability can be
            implemented   or  completed,   then  the   Indemnified   Party  may,
            notwithstanding  Sections  8.3(c) and 8.3(d),  make such payment and
            forthwith   demand   reimbursement   for  such   payment   from  the
            Indemnifying  Party;  provided that, if the alleged liability to the
            third party as finally  determined  upon  completion  of  settlement
            negotiations  or related legal  proceedings  is less than the amount
            that is so paid by the  Indemnifying  Party,  then  the  Indemnified
            Party will, forthwith following such final determination and receipt
            of the overpaid amount from the third party, pay to the Indemnifying
            Party the  amount by which the amount of the  liability,  as finally
            determined,  is  less  than  the  amount  that  was so  paid  by the
            Indemnifying Party.

      (c)   The Indemnified Party will not negotiate,  settle, compromise or pay
            (except  in the case of  payment  of a  judgment)  any  Third  Party
            Liability  in  respect  of which it has or  proposes  to  assert  an
            Indemnity  Claim,  except with the prior consent of the Indemnifying
            Party (which consent shall not be unreasonably withheld or delayed),
            unless  there is a  reasonable  possibility  that such  Third  Party
            Liability may materially and adversely affect the Indemnified  Party
            (whether  directly  or  indirectly),  in which case the  Indemnified
            Party will have the right,  after notifying the Indemnifying  Party,
            to negotiate,  settle,  compromise or pay such Third Party Liability
            without prejudice to its rights of indemnification hereunder.


                                      -23-
<PAGE>

      (d)   With respect to any Third Party Liability, provided the Indemnifying
            Party: (i) admits the Indemnified  Party's right to  indemnification
            for the amount of such Third Party Liability that may at any time be
            determined  or  settled  within 10 days of  receipt of notice of the
            Third Party Liability from the Indemnified  Party; (ii) provides the
            Indemnified  Party  with  evidence  reasonably  satisfactory  to the
            Indemnified  Party  that  the  Indemnifying   Party  will  have  the
            financial  resources to defend Third Party Liability and fulfill its
            indemnification   obligations  hereunder;  and  (iii)  conducts  the
            defense of the Third Party  Liability  actively and  diligently  and
            provided   further  that:  (iv)  the  action  or  other   proceeding
            respecting  prosecution of the Third Party Liability involves only a
            claim for money  damages and not a claim for equitable  relief;  and
            (v) settlement of, or an adverse  judgment with respect to the Third
            Party   Liability  is  not,  in  the  good  faith  judgment  of  the
            Indemnified  Party,  likely to  establish a  precedential  custom or
            practice  materially adverse to the continuing business interests of
            the Indemnified  Party,  then in any legal,  administrative or other
            proceedings in connection  with the matters forming the basis of the
            Third Party Liability, the following procedures will apply:

            (i)   except  as   contemplated   by  Paragraph   8.3(d)(iii),   the
                  Indemnifying  Party will have the right to assume  carriage of
                  any related legal, administrative or other proceedings through
                  counsel  of  its  choice   reasonably   satisfactory   to  the
                  Indemnified  Party,  but the  Indemnified  Party will have the
                  right and will be given the  opportunity to participate in the
                  defence of the Third  Party  Liability,  to  consult  with the
                  Indemnifying  Party  in  the  settlement  of the  Third  Party
                  Liability and the conduct of related legal, administrative and
                  other proceedings (including consultation with counsel);

            (ii)  the  Indemnifying  Party will  co-operate with the Indemnified
                  Party in relation to the Third Party Liability,  will keep the
                  Indemnified  Party fully  advised with respect  thereto,  will
                  provide  the  Indemnified  Party with  copies of all  relevant
                  documentation  as  it  becomes  available,  will  provide  the
                  Indemnified  Party  with  access  to  all  records  and  files
                  relating to the defence of the Third Party  Liability and will
                  meet  with  representatives  of the  Indemnified  Party at all
                  reasonable times to discuss the Third Party Liability; and

            (iii) notwithstanding    Paragraphs    8.3(d)(i)   and   (ii),   the
                  Indemnifying  Party will not settle the Third Party  Liability
                  or conduct any legal,  administrative  or other proceedings in
                  any  manner  that  could,  in the  reasonable  opinion  of the
                  Indemnified  Party  have  a  material  adverse  affect  on the
                  Indemnified  Party,  except with the prior written  consent of
                  the Indemnified Party.

      (e)   If, with respect to any Third Party Liability, any of the conditions
            set forth in the opening  sentence  of Section  8.3(d) is or becomes
            unsatisfied,  or in the event that the  Indemnifying  Party does not
            act to  diligently  defend  against  such Third Party  Liability  or
            declines   to   assume    carriage   of   the   applicable    legal,
            administrational or other proceedings, then the following provisions
            will apply:

            (i)   the Indemnified Party, at its discretion,  may assume carriage
                  of the  settlement  or of any legal,  administrative  or other
                  proceedings  relating  to the Third  Party  Liability  and may
                  defend or settle the Third  Party  Liability  on such terms as
                  the  Indemnified  Party,  acting  in  good  faith,   considers
                  advisable; and


                                      -24-
<PAGE>

            (ii)  any cost, lost,  damage or expense incurred or suffered by the
                  Indemnified  Party  in the  settlement  of  such  Third  Party
                  Liability or the conduct of any legal, administrative or other
                  proceedings  will be  added  to the  amount  of the  Indemnity
                  Claim.

                                   ARTICLE IX
                               GENERAL PROVISIONS

9.1   Further Assurances

      Each of the Vendors and the Purchaser  hereby covenants and agrees that at
any time and from time to time after the date hereof it will, at its expense and
upon the request of the other, do, execute,  acknowledge and deliver or cause to
be done,  executed,  acknowledged  and delivered  all such further acts,  deeds,
assignments,  transfers,  conveyances  and assurances as may be required for the
better carrying out and performance of all the terms of this Agreement.

9.2   Remedies Cumulative

      The rights and remedies of the parties under this Agreement are cumulative
and in addition and without  prejudice to and not in substitution for any rights
or remedies  provided by law. Any single or partial exercise by any party hereto
of  any  right  or  remedy  for  default  or  breach  of  any  term,   covenant,
representation,  warranty or condition of this Agreement does not waive,  alter,
affect or  prejudice  any  other  right or  remedy  to which  such  party may be
entitled, at law or in equity, for the same default or breach.

9.3   Finder's Fees

      No  finder's  fees are  payable by either  party in  connection  with this
transaction.

9.4   Notices

      (a)   Any notice,  designation,  communication,  request,  demand or other
            document,  required or  permitted  to be given or sent or  delivered
            hereunder  to any  party  hereto  shall be in  writing  and shall be
            sufficiently  given  or sent  or  delivered  if it is (i)  delivered
            personally to an officer or director of such party; (ii) sent to the
            party entitled to receive it by registered  mail,  postage  prepaid,
            mailed in Canada; or (iii) sent by facsimile.

      (b)   Notices  shall  be  sent to the  following  addresses  or  facsimile
            numbers:

            (i)   in the case of the Vendors at:

                  C/O Phillips Sevalrud LLP
                  Suite 900, 521 - 3rd Avenue SW
                  Calgary, Alberta  T2P 3T3

                  Attention:    Brent Walter
                  Facsimile:    (403) 264-6654


                                      -25-
<PAGE>

            (ii)  in the case of the Purchaser at:

                  Suite 420, 475 Howe Street
                  Vancouver, BC  V6C 2B3

                  Attention:    President
                  Facsimile:    (604) 606-7980

                  or to such  other  address  or  facsimile  number as the party
                  entitled   to   or   receiving   such   notice,   designation,
                  communication,  request,  demand or other document shall, by a
                  notice   given  in   accordance   with  this   Section,   have
                  communicated to the party giving or sending or delivering such
                  notice, designation,  communication,  request, demand or other
                  document.

      (c)   Any notice,  designation,  communication,  request,  demand or other
            document  given  or sent or  delivered  as  aforesaid  shall  (i) if
            delivered  as  aforesaid,  be  deemed  to  have  been  given,  sent,
            delivered and received on the date of delivery; (ii) if sent by mail
            as  aforesaid,  be deemed to have been given,  sent,  delivered  and
            received on the fourth  Business Day  following the date of mailing,
            unless  at any time  between  the  date of  mailing  and the  fourth
            Business Day thereafter there is a discontinuance or interruption of
            regular  postal  service,  whether  due to strike or lockout or work
            slowdown,  affecting  postal  service  at the point of  dispatch  or
            delivery or any intermediate  point, in which case the same shall be
            deemed to have been  given,  sent,  delivered  and  received  in the
            ordinary course of the mails,  allowing for such  discontinuance  or
            interruption  of  regular  postal  service;  and  (iii)  if  sent by
            facsimile,  be  deemed  to have  been  given,  sent,  delivered  and
            received  on the  date  the  sender  receives  the  confirmation  of
            transmission.

9.5   Counterparts

      This Agreement may be executed in several  counterparts,  including by way
of facsimile transmission,  each of which, when so executed,  shall be deemed to
be an original and such counterparts  together shall constitute one and the same
agreement.

9.6   Legal and Other Professional Fees

      Subject to subsection  7.2(b)(iii),  each of the Purchaser and the Vendors
agrees that it shall be responsible for and will pay all costs incurred by it in
connection  with all  matters  relating  to this  Agreement,  including  without
limitation all legal, accounting, tax and financial advisory fees.

9.7   Public Disclosures

      Except as may be required by law, no public  disclosure of the transaction
provided  for herein will be made by any party  without  consent and approval of
the other  parties.  The  parties  agree to  cooperate  in  connection  with all
publicity and press releases  relating to the  transaction  provided for in this
Agreement.  Specifically,  the Purchaser agrees that any press releases proposed
to be issued  prior to the  Closing  Date  shall  require  the  approval  of the
Vendors, such approval not to be unreasonably withheld.


                                      -26-
<PAGE>

9.8   Assignment

      Neither the  Purchaser  nor the Vendors may assign,  transfer or otherwise
dispose of all or any part of its rights or  obligations  hereunder  without the
prior written consent of the other parties, provided that the Purchaser shall be
entitled to transfer all of its rights and obligations hereunder to an affiliate
of the Purchaser  (as defined in the Act) without the prior  written  consent of
the other parties hereto.

9.9   Entire Agreement

      This Agreement constitutes the entire agreement between the parties hereto
and supersedes all prior agreements,  representations,  warranties,  statements,
promises, information, arrangements and understandings, whether oral or written,
express or  implied,  with  respect to the  subject  matter  hereof,  including,
without limitation, the Agreement in Principal.

9.10  Successors and Assigns

      This  Agreement  shall be  binding  upon and enure to the  benefit  of the
parties hereto and their respective successors and permitted assigns.

9.11  Waiver

      Any party hereto that is entitled to the benefits of this  Agreement  may,
and has the right to, waive any provision or condition  hereof at any time on or
prior to the Closing Time; provided however, that such waiver shall be evidenced
by written instrument duly executed and delivered on behalf of such party.

9.12  Amendments

      No  modification  of or  amendment  to this  Agreement  may be made unless
agreed to by the parties in writing.

9.13  Survival

      The parties  hereby  agree that the  provisions  of this  Agreement  shall
survive the completion of the  transaction  provided for herein and that none of
such provisions  shall merge on Closing or the transfer of the Purchased  Shares
to the Purchaser.


                                      -27-
<PAGE>

9.14  Severability

      If any provision of this Agreement is illegal, invalid or unenforceable in
whole or in part,  such  illegality,  invalidity or  unenforceability  shall not
affect the legality,  validity or enforceability  of the remainder  hereof.  Any
provision of this Agreement that is held to be illegal, invalid or unenforceable
in  any  jurisdiction  shall  be  illegal,  invalid  or  unenforceable  in  that
jurisdiction  without  affecting any other provision hereof in that jurisdiction
or the  legality,  validity  or  enforceability  of the  provision  in any other
jurisdiction,  and  to  this  end  the  provisions  hereof  are  declared  to be
severable.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the date first written above.

CANWEST PETROLEUM CORPORATION             WESTERN PETROCHEMICALS CORP.


Per:                                      Per:
     ---------------------------------         ---------------------------------

Per:                                      Per:
     ---------------------------------         ---------------------------------

NORTHERN LIGHTS PETROLEUM INC.            TWIN MOUNTAIN ENERGY INC.


Per:                                      Per:
     ---------------------------------         ---------------------------------

Per:                                      Per:
     ---------------------------------         ---------------------------------

PETROLEUM STRATEGIES INC.                 101058020 SASKATCHEWAN LTD.


Per:                                      Per:
     ---------------------------------         ---------------------------------

Per:                                      Per:
     ---------------------------------         ---------------------------------

        101058135 SASKATCHEWAN LTD.              0696772 BC LTD.


Per:                                      Per:
     ---------------------------------         ---------------------------------

Per:                                      Per:
     ---------------------------------         ---------------------------------


         0696780 BC LTD.

Per:
     ---------------------------------

Per:
     ---------------------------------


                                      -28-