EXHIBIT 10.11


                            CANWEST ROYALTY AGREEMENT

DATED effective as of the 4th day of March, 2005.

BETWEEN:          EARTH ENERGY RESOURCES INC., a body corporate incorporated
                  under the laws of the Province of Alberta

                  ("Earth Energy")

                                     - and -

                  WEST PEAK VENTURES OF CANADA LTD., a body corporate
                  incorporated under the laws of Canada
                  ("West Peak")

                                     - and -

                  CANWEST PETROLEUM CORPORATION, a body corporate incorporated
                  under the laws of Colorado
                  ("Canwest")


      WHEREAS  Earth  Energy  and  West  Peak  have  entered  into  the  Licence
Agreement;

      AND WHEREAS West Peak has advised Earth Energy that it has assigned all of
West  Peak's  right,  title and  interest  in and to the  License  Agreement  to
Canwest;

      AND WHEREAS the parties wish to terminate the License Agreement,  together
with all rights,  liabilities and obligations thereunder and replace the License
Agreement with this Agreement.

      NOW   THEREFORE   IN   CONSIDERATION   of   the   covenants,   agreements,
representations,  warranties and indemnities contained herein and other good and
valuable consideration, the receipt and adequacy whereof is hereby acknowledged,
the parties hereby agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1   Definitions

In this  Agreement  the  following  words and  terms  shall  have the  indicated
meanings  and  grammatical  variations  of  such  words  and  terms  shall  have
responding meanings:

      (a)   "Agreement" means this Canwest Royalty Agreement,  together with the
            Schedules  attached hereto and made part hereof,  as the same may be
            amended, supplemented or otherwise modified from time to time;

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      (b)   "Affiliate"  means,  with respect to a party hereto,  an entity that
            has an "affiliation" (as defined in the Securities Act (Alberta), as
            amended from time to time) with such party;

      (c)   "Business Day" means any day other than a day which is a Saturday, a
            Sunday,  a  statutory  holiday  or day on which  banks  in  Calgary,
            Alberta are not generally open for business;

      (d)   "Canwest Lands" means lands while the same are beneficially owned to
            a minimum of an undivided  fifteen (15%) percent interest by Canwest
            or a then Affiliate of Canwest,  and includes the lands set forth in
            Schedule "A" hereto, as amended from time to time;

      (e)   "Catalyst" means the chemical  formulation utilized for applications
            limited to the  extraction  of oil from surface  mines tar sands and
            oil shale and soil reclamation,  covered by patent applications: PCT
            CA04/001826  and Venezuela  0172/04,  both filed on or about October
            16, 2004, together with any Improvements thereto that:

            (i)   Earth  Energy  commercially  uses or makes  available to other
                  persons for commercial use (provided  such  Improvements  have
                  not been  developed  for such other  persons  on an  exclusive
                  basis); and

            (ii)  are  also   appropriate  for  use  in  optimizing   commercial
                  production of oil from specific  surface mines of tar sands or
                  oil  shale or soil  reclamation  that  constitute  part of the
                  Canwest Lands;

      (f)   "Catalyst  Costs"  means the actual cost to Earth  Energy to acquire
            the raw  components  and process the  Catalyst in  question,  plus a
            reasonable allocation of other costs and expenses associated with or
            attributable to such Catalyst and including:

            (i)   research and development costs;

            (ii)  overhead and general and administrative costs and expenses;

            (iii) advertising and marketing of the Catalyst;

            (iv)  transportation costs; and

            (v)   blending costs including labour;

      (g)   "Central  and  South  America"   means  the   geographic   territory
            encompassed by all countries and other  jurisdictions in the Western
            Hemisphere  south  of the  southernmost  border  of  Mexico  and for
            greater  clarification  not  including  any  of  the  Caribbean  Sea
            countries or territories;

      (h)   "Dispute" has the meaning attributed to it in Section 8.1;

      (i)   "Effective Date" means the date first above written;

      (j)   "Equipment"  means the  equipment to be used as part of the Catalyst
            process, together with any Improvements thereto that:


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<PAGE>

            (i)   Earth  Energy  commercially  uses or makes  available to other
                  persons for commercial  use (provided  such  equipment  and/or
                  Improvements  have not been  developed  for such persons on an
                  exclusive basis); and

            (ii)  are  also   appropriate  for  use  in  optimizing   commercial
                  production of oil from specific  surface mines of tar sands or
                  oil  shale or soil  reclamation  that  constitute  part of the
                  Canwest Lands;

      (k)   "Equipment  Cost"  means  the cost to  Earth  Energy  of  acquiring,
            building and/or  modifying,  as the case may be, of any Equipment to
            be supplied to Canwest hereunder, plus twenty five (25%) per cent;

      (l)   "Excluded  Persons"  means any four (4) entities  and such  entities
            Affiliates;  such four (4) entities to be designated by Earth Energy
            at any time and from time to time during the Term;

      (m)   "Excluded  Persons  Field of Use" means those types of commercial or
            business  activities  being  carried  out by each of the  respective
            Excluded  Persons  as at the date such  entity is  designated  as an
            Excluded Person hereunder;

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

      (o)   "Gross  Revenue"  means those  revenues  actually  received by Earth
            Energy from or through the use of the  Technology  for extraction of
            oil from  surface  mines of tar sands or oil shale,  as well as soil
            reclamation  (other  than  for  revenues  received  from or  through
            Canwest or any of the Excluded  Persons  from the  Excluded  Persons
            Field of Use), including:

            (i)   licensing  fees  from  persons  (other  than  Canwest  and the
                  Excluded  Persons from the Excluded  Persons  Field of Use) of
                  the use for the Technology;

            (ii)  the purchase  price for sales of  Equipment to persons  (other
                  than Canwest and the Excluded  Persons for use in the Excluded
                  Persons Field of Use);

            (iii) lease and license fees for leases and licenses of Equipment to
                  persons  (other than Canwest and the Excluded  Persons for use
                  in the Excluded Persons Field of Use);

            (iv)  fees for services  provided to persons (other than Canwest and
                  the Excluded  Persons for use in the Excluded Persons Field of
                  Use) relating to the Technology; and

            (v)   the sale of any  territory,  field of use or Technology or any
                  part thereof (other than to Canwest or any Excluded  Person in
                  connection with the Excluded Persons Field of Use),


                                      -3-
<PAGE>

                  less any refunds  provided  for  returns or defects,  shipping
                  costs,  insurance  costs and other usual  deductions  directly
                  related to revenues;

      (p)   "Improvements"  means any improvements,  modifications,  variations,
            refinements  or  additions  to  the  Technology   that  enhance  the
            production  of oil from  surface  mines of tar sands or oil shale or
            improves  the  results  of  soil  reclamation,  as the  same  may be
            applicable to the Canwest Lands;

      (q)   "License  Agreement"  means  that  License  Agreement  (Draft No. 6)
            between Earth Energy and West Peak, dated effective August 1, 2003;

      (r)   "Non-Disclosure and Non-Use Agreement" has the meaning attributed to
            it in Section 6.1;

      (s)   "Patents"  means all  current  and future  patents  and all  pending
            applications  (and including  patents which may issue as a result of
            such  pending  applications)  for  patents  of Earth  Energy  or any
            Affiliate  of  Earth  Energy  in  any  country,  including,  without
            limitation,  those specified in the definition of "Catalyst", to the
            extent  that  they  cover  inventions  relating  to the  Technology,
            including Improvements;

      (t)   "Process"  means the  processes  described  in the  Catalyst  patent
            applications  and  other  know-how  associated  with  the use of the
            Catalyst in  conjunction  with the Equipment to optimize  commercial
            production of oil, including all Improvements thereto;

      (u)   "Profits"  means the net profits of Earth  Energy in the  applicable
            jurisdiction  derived from the sale of Catalyst for use in tar sands
            separation by purchasers in the  jurisdiction  specified (other than
            for sales to Canwest and any Excluded Person for use in the Excluded
            Persons Field of Use),  the  calculation  of which shall include the
            deduction of all costs and expenses  associated with or attributable
            to such sales of Catalyst, including a reasonable allocation of:

            (i)   research and development costs;

            (ii)  direct costs and  expenses,  including  costs of raw materials
                  and processing of the Catalyst;

            (iii) overhead  and general and  administrative  costs and  expenses
                  incurred in the business relating to such sales of Catalyst;

            (iv)  advertising and marketing of the Catalyst,

                  and after  deduction of any loss carry  forward from  previous
                  years that has not already been deducted from any prior years'
                  profits;

      (v)   "Royalties"  means all royalties that may be payable by Earth Energy
            to Canwest pursuant to Sections 3.2, 3.3 and 3.4;

      (w)   "Royalty Rate" means, as applicable, an amount calculated as two and
            one-half (2.5%) percent of the Gross Revenue, or twelve and one-half
            (12.5%) percent of any Profits, as the case may be;


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<PAGE>

      (x)   "Services  Cost"  means  the  costs  and  expenses  of Earth  Energy
            associated with its provisions of technical advisory and supervision
            services  personnel to Canwest,  which costs and  expenses  shall be
            payable at then  current  market  rates for such  services  and also
            include all travel and  lodging  expenses  of such  personnel  while
            travelling to and from and performing such services;

      (y)   "Technology"  means the  Catalyst,  the  Equipment  and the  Process
            and/or any combination thereof; and

      (z)   "Term" means the term of this Agreement as set forth in Section 7.1.

1.2   Schedules

The following schedules are annexed to this Agreement and form a part hereof:

      Schedule "A"   List of Canwest Lands as at Effective Date

      Schedule "B"   Form of Non-Disclosure and Non-Use Agreement

1.3   Construction

In this Agreement, unless otherwise expressly stated:

      (a)   references  to a "party" or "parties"  are  references to a party or
            parties to this  Agreement,  and  references to "herein",  "hereby",
            "hereunder", "hereof" and similar expressions are references to this
            Agreement and not to any particular  Article,  Section,  subsection,
            clause or Schedule;

      (b)   references to an  "Article",  "Section",  "subsection",  "clause" or
            "Schedule" are references to an Article, Section, subsection, clause
            or Schedule of or to this Agreement;

      (c)   references to dollar  amounts are  references  to Canadian  dollars,
            unless otherwise specified;

      (d)   words  importing  the  singular  shall  include  the plural and vice
            versa, words importing gender shall include the masculine,  feminine
            and neuter genders,  and references to a "person" or "persons" shall
            include  individuals,  corporations,   partnerships,   associations,
            bodies politic and other  entities,  all as may be applicable in the
            context;

      (e)   the table of contents and the use of headings is for  convenience of
            reference   only  and  shall  not   affect   the   construction   or
            interpretation hereof;

      (f)   the words  "include,"  "includes" and  "including"  when used herein
            shall be deemed in each case to be  followed  by the words  "without
            limitation";

      (g)   where  a word  or  phrase  is  defined,  its  derivatives  or  other
            grammatical forms have a corresponding meaning;

      (h)   references to a statute, regulation or other legal enactment include
            all of its amendments and re-enactments; and

      (i)   time is of the essence.


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<PAGE>

1.4   Choice of Law

This Agreement,  and each of the documents contemplated by or delivered 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 federal laws of Canada  applicable  therein (without
reference to conflicts of laws principles).

1.5   Interpretation Not Affected by Party Drafting

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.

                                    ARTICLE 2
                        TERMINATION OF LICENSE AGREEMENT

2.1   Confirmation of Assignment

West Peak hereby represents and warrants (and acknowledges that Earth Energy and
Canwest are relying upon such  representations  and  warranties in entering into
this Agreement) that:

      (a)   West Peak has assigned  all of its right,  title and interest in and
            to the License Agreement to Canwest;

      (b)   West Peak retains no interest in or under the License Agreement;

      (c)   Earth Energy may deal solely with Canwest in connection with any and
            all matters relating to the License Agreement; and

      (d)   West Peak is not aware of anyone other than Canwest having any claim
            under nor has any person  made any demand in  connection  with,  the
            License Agreement.

2.2   Canwest Representations and Warranties

Canwest hereby  represents and warrants to Earth Energy (and  acknowledges  that
Earth Energy is relying upon such  representations  and  warranties  in entering
into this Agreement) that as of the Effective Date:

      (a)   Canwest is a  corporation  in good  standing  and has the  requisite
            capacity,  power and  authority  to execute  this  Agreement  and to
            perform its obligations  hereunder  without seeking or obtaining the
            consent of any other person;

      (b)   Canwest has not disposed,  purported to dispose nor entered into any
            discussions  with any third  person to dispose  of any of  Canwest's
            rights  or  interests  under  or  in  connection  with  the  License
            Agreement  and it has good title to the  License  Agreement  and all
            rights  thereunder  and every  part  thereof,  free and clear of all
            encumbrances,   liens,   charges,   mortgages,   pledges,   security
            interests,   claims,   preferential  rights  of  purchase,  options,
            royalties,  or other third  person  interests  or rights of any kind
            whatsoever;

      (c)   Canwest has not  sub-licensed any rights under or in connection with
            the License  Agreement  nor  entered  into any  agreements  or other
            obligations with any third person with respect thereto;


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<PAGE>

      (d)   there are no unsatisfied judgments,  claims,  proceedings,  actions,
            governmental  investigations or lawsuits in existence,  contemplated
            or  threatened  against or with respect to the License  Agreement or
            the  rights or  obligations  of  Canwest  thereunder  or  otherwise,
            directly or indirectly, in connection therewith; and

      (e)   no consideration of any kind,  actual or contingent,  was paid or is
            owing or may be owing to any person for the  transfer of West Peak's
            interest in the License Agreement to Canwest.

2.3   Earth Energy Representations and Warranties

Earth Energy hereby  represents and warrants to Canwest (and  acknowledges  that
Canwest is relying upon such  representations  and  warranties  in entering into
this Agreement) that as of the Effective Date:

      (a)   Earth Energy is a corporation in good standing and has the requisite
            capacity,  power and  authority  to execute  this  Agreement  and to
            perform its obligations  hereunder  without seeking or obtaining the
            consent of any other person;

      (b)   Earth Energy has not disposed, purported to dispose nor entered into
            any  discussions  with any third  person to  dispose of any of Earth
            Energy's rights or interests under or in connection with the License
            Agreement  or the  Catalyst  and it has good  title  to the  License
            Agreement and all rights thereunder and every part thereof, free and
            clear  of all  encumbrances,  liens,  charges,  mortgages,  pledges,
            security  interests,   claims,   preferential  rights  of  purchase,
            options, royalties, or other third person interests or rights of any
            kind whatsoever;

      (c)   there are no unsatisfied judgments,  claims,  proceedings,  actions,
            governmental  investigations or lawsuits in existence,  contemplated
            or  threatened  against or with respect to the License  Agreement or
            the rights or obligations  of Earth Energy  thereunder or otherwise,
            directly or indirectly, in connection therewith;

      (d)   since August 12, 2003,  there have been no  circumstances  or events
            which would,  as of the date hereof,  constitute a material  adverse
            change in the business, affairs or operations of Earth Energy; and

      (e)   that all material  results from testing of the Catalyst prior to the
            Effective Date have been provided to Canwest or West Peak.

2.4   Termination of License Agreement

Except as set forth herein, the License Agreement and all rights and obligations
thereunder or in connection therewith,  including any obligations or liabilities
that have or may have accrued and remain  outstanding  before the Effective Date
and/or that accrue on or after the Effective Date, are all hereby terminated and
at an end.  Subject to Section 2.5, to the extent any payments or other benefits
have been  received by a party to the License  Agreement  prior to the Effective
Date,  the  receiving  party shall be entitled to retain the benefit  therefrom,
without further  compensation to the party so paying or providing the payment or
benefit, as the case may be.


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<PAGE>

2.5   Partial Survival of License Agreement

The parties acknowledge that notwithstanding the foregoing,  Section 2.10 of the
Licensing  Agreement  shall  continue  in full force and effect in so far as any
payments are made or have been made, directly or indirectly,  by Canwest to West
Peak for  transfer  by West  Peak of its  interests  in the  License  Agreement,
provided that Earth Energy may seek compensation with respect to what is owed to
it under Section 2.10 of the Licensing  Agreement  only from Canwest and Canwest
agrees to make such payment to Earth Energy.

2.6   Mutual Release

Each party for themselves and their respective principals and agents,  including
present  and  future  directors,  officers  and  employees  (collectively,   the
"Releasors" and  individually a "Releasor")  hereby remise,  release and forever
discharge each of the other parties hereto and their  respective  principals and
agents,   including  present  and  future  directors,   officers  and  employees
(collectively,  the "Releasees" and  individually a "Releasee") from any and all
matters of action and actions,  cause and causes of action, suits, dues, sums of
money,  claims and  demands  whatsoever  at law or in equity,  by contract or by
statute,  which each Releasor or any combination of Releasors ever had, now has,
or can,  shall,  or may hereafter  have, for or by reason of any act,  omission,
matter,  cause or thing  whatsoever  relating  to or arising  out of in any way,
directly or  indirectly,  the License  Agreement or termination  thereof,  other
than:

      (a)   for any payments by Canwest which are subject to Section 2.5; and

      (b)   any matters expressly set forth herein.

2.7   West Peak and Canwest Indemnity

West Peak and Canwest each agrees to indemnify  and save  harmless  Earth Energy
from and  against  any  claims,  demands,  actions,  causes of action,  damages,
losses,  costs,  liabilities  and expenses which may be made or brought  against
Earth  Energy or which  Earth  Energy  may  suffer  or incur as a result  of, in
respect of or arising out of:

      (a)   third  person  claims,  with  the  exception  of  those  related  to
            intellectual property infringement in connection with the use of the
            Technology,  arising, directly or indirectly, under or in connection
            with the License  Agreement  or by virtue of or through  West Peak's
            and/or Canwest's rights thereunder;

      (b)   any  non-performance,  non-fulfillment  or breach of any covenant or
            agreement  on the  part  of  West  Peak  or  Canwest,  respectively,
            contained in this  Agreement or in any document  given in connection
            herewith in order to carry out the transactions contemplated hereby;

      (c)   any  misrepresentation,  inaccuracy,  incorrectness or breach of any
            representation   or   warranty   made  by  West  Peak  or   Canwest,
            respectively,  contained in this  Agreement or in any document given
            in  connection  herewith  in  order to  carry  out the  transactions
            contemplated hereby; and

      (d)   all costs and expenses,  including legal fees on a solicitor and his
            own client basis, incidental to or in respect of the foregoing.


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<PAGE>

2.8   Earth Energy Indemnity

Earth Energy agrees to indemnify and save harmless each of Canwest and West Peak
from and  against  any  claims,  demands,  actions,  causes of action,  damages,
losses, costs,  liabilities and expenses which may be made or brought against it
or which it may suffer or incur as a result of, in respect of or arising out of:

      (a)   any  non-performance,  non-fulfillment  or breach of any covenant or
            agreement on the part of Earth Energy contained in this Agreement or
            in any document  given in connection  herewith in order to carry out
            the transactions contemplated hereby;

      (b)   any  misrepresentation,  inaccuracy,  incorrectness or breach of any
            representation  or warranty  made by Earth Energy  contained in this
            Agreement or in any document  given in connection  herewith in order
            to carry out the transactions contemplated hereby;

      (c)   third person claims of intellectual  property  infringement relating
            to the use of the Technology and arising, directly or indirectly, in
            connection  with the  exercise by Canwest  and/or West Peak of their
            respective rights hereunder or under the License Agreement, provided
            that Earth Energy shall be given prompt notice of such claim and the
            sole right to defend and settle same; and

      (d)   all costs and expenses,  including legal fees on a solicitor and his
            own client basis, incidental to or in respect of the foregoing.

2.9   Ownership of Improvements

Earth Energy shall own all Improvements. Canwest acknowledges and agrees that it
is  not  entitled  to  develop  and  shall  not  undertake  development  of  any
Improvements  without the prior written  consent of Earth Energy.  To the extent
any  Improvements  do become  vested in  Canwest,  through  operation  of law or
otherwise,  Canwest  shall  hold the same in trust  for and on  behalf  of Earth
Energy and forthwith upon the request of Earth Energy, transfer and assign title
thereto to Earth Energy.

                                   ARTICLE 3
                         GRANT OF LICENSE AND ROYALTIES

3.1   Grant of License

Earth  Energy,  warranting  that it has the  right to do so,  hereby  grants  to
Canwest a limited license to:

      (a)   use and practice the Technology; and

      (b)   sell the oil removed from  surface  mined tar sands and/or oil shale
            originating from the Canwest Lands,

as  limited  by the terms of this  Agreement  and to the  extent  necessary  for
Canwest to exercise its rights hereunder.

3.2   Canadian Royalties

Subject to Section 3.4,  Earth Energy shall pay Canwest a royalty at the Royalty
Rate on all Gross  Revenues and Profits  generated from use of the Technology in
Canada and sales of Catalyst for use in Canada during the Term.


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<PAGE>

3.3   Central and South American Royalties

For  consideration of Five Hundred Thousand United States Dollars ($500,000 USD)
which  must be paid in full  prior  to the end of the  Term,  Canwest  shall  be
entitled to and Earth  Energy  shall pay to Canwest,  subject to Section  3.4, a
royalty at the Royalty Rate on all Gross Revenue and Profits  generated from use
of the  Technology in Central and South America and sales of Catalyst for use in
Central and South America  during the Term. In the event that Canwest  elects to
exercise  its right to receive  Royalties  under this  Section  3.3, it may make
payment of the $500,000USD  consideration  through set-off and forfeiture of the
first $500,000USD in Royalties owing to it.

3.4   Excluded Persons and Excluded Persons Royalty

In order for a person to be  considered  an  Excluded  Person  hereunder,  Earth
Energy  shall  provide  written  notice in advance to Canwest of the identity of
such  person  and the  fact  that as and from  the  date of such  notice,  until
otherwise determined,  they shall be considered an Excluded Person. In the event
any of the Excluded Persons carries on any commercial and business activities in
Canada using the  Technology  other than in the Excluded  Person's  Field of Use
(which, for greater certainty,  is royalty free), then Earth Energy shall pay to
Canwest a royalty  calculated at one-half (1/2) of the Royalty Rate on all Gross
Revenues  related to such other  activities  and  Profits  related to such other
activities earned by Earth Energy during the Term.

3.5   Payment of Royalties

All Royalties earned by Canwest during any fiscal quarter of Earth Energy during
the Term shall be paid  quarterly by Earth Energy to Canwest  within thirty (30)
days of the end of such quarter or, if such day is not a Business  Day, then the
next  succeeding  Business  Day  thereafter.  Earth  Energy shall be entitled to
set-off  from any Royalty  payments any amounts  owing to it by Canwest.  Within
thirty (30) days of completion of its annual financial statements,  Earth Energy
shall make a final  calculation  of all Royalties paid by it during the year and
shall make whatever adjustments are necessary and shall provide a report of same
to  Canwest.  In the event of an  adjustment,  the owing  party  shall  make the
necessary  payment to the other party within fourteen (14) days from the date of
notification of the adjustment.

3.6   Royalty Reports

Contemporaneously  with payment of Royalties or, if no Royalties are payable for
any  quarter,  then no later than the due date for  Royalties  had the same been
payable,  Earth Energy shall provide a written  report to Canwest  detailing how
Royalties  were  calculated  and  including  such  information  as  Canwest  may
reasonably request in connection therewith.

3.7   GAAP

All Catalyst Costs,  Equipment Costs, Service Costs,  Royalties,  Gross Revenue,
Profits and other financial amounts set forth herein shall, wherever reasonable,
be  calculated  using GAAP,  and Earth Energy shall keep all relevant  books and
records  relating  thereto  in  sufficient  detail to permit an  accurate  audit
thereof.

3.8   Audit Rights

No more than once per fiscal  quarter of Earth Energy  during the Term,  Canwest
shall have the right on reasonable  advance notice to Earth Energy, to attend at
Earth Energy's premises (if necessary) during regular business hours on Business
Days and to audit Earth Energy's  relevant books and records solely for purposes
of confirming an accurate calculation of Royalties.  The costs of any such audit
shall be bourne by and paid for by  Canwest,  unless it is  determined  that the
Royalties  audited  were  underpaid  by Earth Energy at least ten (10%) per cent
less than what was actually  owing for such period,  in which event Earth Energy
shall  pay such  audit  costs,  together  with the full  amount  of the  Royalty
shortfall.


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<PAGE>

3.9   Taxes

All payments to be made hereunder are subject to all applicable taxes, including
sales,  GST, VAT and any withholding taxes that may be applicable on any part of
the transactions  contemplated hereby. Each party represents and warrants to the
other that as of the  Effective  Date it is a resident of Canada for purposes of
the Income Tax Act (Canada).

                                    ARTICLE 4
                                  CANWEST LANDS

4.1   Catalyst Supply

Canwest may, at its  discretion,  elect to pay Earth  Energy  Three  Hundred and
Fifty  Thousand  Canadian  Dollars  ($350,000  CDN) for the  right  to  purchase
Catalyst at Catalyst Cost. If Canwest so elects,  during the Term, Canwest shall
be entitled  to purchase  from Earth  Energy  Catalyst at Catalyst  Cost for use
solely and exclusively on Canwest Lands for extraction of oil from surface mines
tar sands and oil shale as well for soil  reclamation of soil  originating  from
such Canwest Lands. For greater clarification,  Canwest shall not be entitled to
process  soil of, from or for third  parties at  Catalyst  Cost and in order for
soil to be  considered as  originating  from Canwest  Lands,  it shall have been
originally  excavated from such Canwest Lands and not stored or moved there from
some other lands.

4.2   Supply of Equipment

Earth Energy shall supply all  necessary  Equipment to Canwest and Canwest shall
acquire from Earth Energy all Equipment needed for use on the Canwest Lands, all
at Equipment Cost. Earth Energy agrees to train Canwest  personnel on the proper
and efficient use of the Equipment at Services Cost.

4.3   Earth Energy Services

Any use of the  Catalyst  at or on Canwest  Lands  shall  only  occur  under the
technical supervision of Earth Energy, in part to ensure compliance with Section
4.1.  All such  supervision  services  shall be paid for by Canwest at  Services
Cost.

4.4   Catalyst and Services Payments

Canwest  shall pay Earth Energy in full within forty five (45) days of invoicing
for all Catalyst  purchased by it and services  provided to it. Where there is a
bona fide  dispute on any amount  invoiced,  Canwest  shall be entitled  only to
withhold  the  amount in  dispute  and in such  event  the  parties  shall  work
expeditiously  and in good faith to resolve  such  dispute.  Any late payment to
Earth Energy not in accordance with the foregoing shall:

      (a)   entitle Earth Energy,  at its option,  to suspend supply of Catalyst
            and/or services to Canwest; and

      (b)   accrue interest at the rate of the prime commercial  lending rate of
            the CIBC bank plus 4% per annum, compounded annually,


                                      -11-
<PAGE>

until such time as such late payments and all accrued interest thereon have been
paid in full.

                                   ARTICLE 5
                         ASSIGNMENT & TRANSFER OF RIGHTS

5.1   Offer To Sell Royalty Rights

If  Canwest  desires  to  dispose,  except  to  an  Affiliate,   (the  "Proposed
Disposition") of any of its rights,  obligations or interests under Sections 3.2
to 3.8 (the "Offered Rights") hereunder, it shall first offer the Offered Rights
for sale to Earth Energy in accordance with Sections 5.1 to 5.5, inclusive.

5.2   Transfer Notice

Canwest shall give a written notice (the "Offer  Notice") to Earth Energy of its
intention to sell the Offered Rights. The Offer Notice shall set out:

      (a)   the specific  interests and, if  applicable,  obligations of Canwest
            that comprise the Offered Rights;

      (b)   reasons for the Proposed Disposition; and

      (c)   all the fundamental terms of the Proposed Disposition, including the
            purchase price, the nature of  consideration,  the time within which
            the Proposed  Disposition  shall close, and any other material terms
            of the Proposed Disposition.

5.3   Purchase Notice

Earth Energy shall have fifteen (15)  Business  Days (the  "Acceptance  Period")
following  receipt of the Offer  Notice,  to elect to purchase all (but not less
than all) of the Offered Rights upon the terms  contained in the Offer Notice by
giving  written  notice  (the  "Offer  Purchase  Notice")  to Canwest  accepting
Canwest's offer as contained in the Offer Notice.

5.4   Failure To Purchase

If Earth Energy does not give the Offer  Purchase  Notice to Canwest  within the
Acceptance  Period or it fails to close as  contemplated  in Section  5.5,  then
Canwest may  negotiate  with and sell to a bona fide third party  purchaser  the
Offered Rights on terms which shall not be more  favourable to such purchaser in
any respect  than those  specified in the Offer Notice and Earth Energy shall be
deemed  to have  consented  to such  assignment  of  rights.  If no such sale is
consummated with ninety (90) days following the end of the Acceptance Period, or
the date on which Earth Energy failed to close as  contemplated  in Section 5.5,
as applicable,  the rights of Earth Energy  provided for in this Article 5 shall
revive in all respects.  If Canwest  completes a sale of the Offered Rights to a
third  party in  accordance  with the terms  hereof,  it shall  provide to Earth
Energy,  and shall obtain  enduring  covenants  from such third party  purchaser
prior  to  the  completion  of  such  sale  to  provide  to  Earth  Energy,  all
documentation  and  other  information  requested  by  Earth  Energy  for  it to
determine,  in its sole  satisfaction,  acting  reasonably,  all the  terms  and
conditions relating to such sale.


                                      -12-
<PAGE>

5.5   Closing

It shall be a condition  of the  closing of the  Proposed  Disposition  to Earth
Energy for the benefit of Earth  Energy,  that Canwest has good right and lawful
authority to sell the Offered Rights free and clear of all liens,  encumbrances,
charges, security interests, rights, claims and of any kind whatsoever.

5.6   Offer to Purchase Royalty Rights

If Canwest  receives an offer to  purchase  (the  "Offer")  all or a part of its
rights,  obligations  or interests  under  Sections  3.2 to 3.8 (the  "Solicited
Rights")  from a bona fide third  party  offeror  (the  "Offeror")  and  Canwest
desires to sell such Solicited Rights (the "Proposed Acceptance") it shall first
offer the Solicited  Rights to Earth Energy in  accordance  with Sections 5.6 to
5.10, inclusive.

5.7   Solicitation Transfer Notice

Canwest  shall give a written  notice (the  "Solicitation  Transfer  Notice") to
Earth Energy of its Proposed  Acceptance,  which  Solicitation  Transfer  Notice
shall set out:

      (a)   the specific rights and, if applicable,  obligations of Canwest that
            comprise the Solicited Rights;

      (b)   all the  fundamental  terms of the  Offer and  Proposed  Acceptance,
            including the purchase price, nature of the consideration,  the time
            within which the  purchase and sale shall take place,  and any other
            material terms of the Offer and Proposed Acceptance;

      (c)   the name and address of the Offeror  together  with an executed copy
            of such Offer; (d) all documentation and other information requested
            by  Earth  Energy  necessary  for  it  to  determine,  to  its  sole
            satisfaction,  acting  reasonably,  that the  Offer is bona fide and
            that the  Offeror  has the means to  complete  the  purchase  of the
            Solicited Rights and make payment therefor; and

      (e)   confirmation  from the  Offeror  that its Offer is  subject  to this
            Agreement.

5.8   Solicitation Purchase Notice

Earth  Energy  shall  have  the  right  for  fifteen  (15)  Business  Days  (the
"Solicitation Acceptance Period") following receipt of the Solicitation Transfer
Notice, to elect to purchase all (but not less than all) of the Solicited Rights
upon the terms  contained in the  Solicited  Transfer  Notice by giving  written
notice (the  "Solicitation  Purchase  Notice") to Canwest accepting the offer of
Canwest contained in the Solicitation Transfer Notice.

5.9   Failure To Purchase

If Earth Energy does not give to Canwest a Solicitation  Purchase  Notice within
the  Solicitation  Acceptance  Period or if the sale of the Solicited  Rights to
Earth Energy fails to close as  contemplated  in Section 5.10,  then Canwest may
complete  the  sale of the  Solicited  Rights,  but not  more or less  than  the
Solicited Rights, to the Offeror on terms no more favourable in any respect than
those  specified in the  Solicitation  Transfer Notice and Earth Energy shall be
deemed  to have  consented  to such  assignment  of  rights.  If no such sale is
consummated  with  ninety  (90)  days  following  the  end of  the  Solicitation
Acceptance  Period,  or the  date on  which  Earth  Energy  failed  to  close as
contemplated in Section 5.10, as applicable, the rights of Earth Energy provided
for in this Article 5 shall revive in all respects.  If Canwest completes a sale
of the Solicited Rights to a third party, it shall provide to Earth Energy,  and
shall obtain  enduring  covenants from such third party  purchaser  prior to the
completion of such sale to provide to Earth Energy,  all documentation and other
information requested by Earth Energy necessary for it to determine, to its sole
satisfaction,  acting reasonably,  all the terms and conditions relating to such
sale.


                                      -13-
<PAGE>

5.10  Closing

It shall be a condition  of the closing of the sale of the  Solicited  Rights to
Earth  Energy for the benefit of Earth  Energy,  that Canwest has good right and
lawful  authority  to sell the  Solicited  Rights  free and clear of all  liens,
encumbrances,  charges,  security  interests,  rights,  claims  and of any  kind
whatsoever.

5.11  Consent to Assignment

Sections 5.1 - 5.10 do not apply to any  transfer or sale of  Canwest's  rights,
obligations  or interests  under this  Agreement  to an  Affiliate  where such a
transfer or sale is for nominal consideration or where the consideration paid is
substantially  non-cash  property or property that does not oblige the purchaser
to pay cash  consideration  at the time of the transfer or sale or  subsequently
thereto.

5.12  Consent to Assignment

Canwest  acknowledges that it may only assign any of its rights,  obligations or
interests  under this  Agreement,  with the  exceptions  of those  rights  under
Sections  3.2 to 3.8 (which are  subject to Sections  5.1 through  5.11 with the
prior  written  consent of Earth  Energy,  such  consent not to be  unreasonably
withheld.  Notwithstanding  the  foregoing,  Earth Energy shall not withhold its
consent  to any  assignment  of its  rights,  provided  that:  (i)  there are no
reasonable  grounds to conclude that such  assignment  will impair or reduce the
likelihood  that Earth  Energy will  receive  payment  under  Article 4 (ii) the
assignee provides reasonable representations,  warranties and covenants to Earth
Energy relative to its corporate existence, capacity and powers, and its ability
to carry on  business;  and (iii) the  assignee  agrees to be bound by the terms
hereof.

5.13  Consent to Transfer of Royalty Rights

In the case of a transfer of rights, obligations or interests under Sections 3.2
to 3.8 to a party other than an Affiliate of Canwest,  such assignment  shall be
in accordance with Sections 5.1 to 5.11 of this Article 5.

5.14  Consent to Transfer Rights to Catalyst Purchases at Cost

In the case of a transfer of rights,  obligations  or interests  under Article 4
and related  license under Section 3.1,  Canwest shall not be entitled to assign
any such rights, obligations or interests, except and to the extent that Canwest
Lands are transferred to an entity that is an Affiliate of Canwest,  and in such
case the  transferred  rights,  obligations or interests shall only apply to the
Canwest Lands so transferred or to lands subsequently acquired by such Affiliate
where such  subsequently  acquired  lands would meet the  definition of "Canwest
Lands" as if the Affiliate were Canwest. If at any time such entity is no longer
an  Affiliate  of  Canwest,  then at such time the  rights  under  Article 4 and
related license under Section 3.1 shall terminate with respect to such entity.

5.15  Assignment Payment

In the event Earth Energy consents to an assignment by Canwest of some or all of
its rights  hereunder  and in addition to any other  rights  Earth  Energy might
have, Canwest shall pay to Earth Energy:


                                      -14-
<PAGE>

      (a)   in the case of an assignment of rights to receive  Royalties derived
            from Canada, an amount calculated by the formula a/3 + (b-c), where:

            (i)   a = the total consideration (whether cash or any other form of
                  consideration) paid by the assignee to Canwest,

            (ii)  b = all  royalties  paid by  Earth  Energy  to  Canwest  under
                  section 3.2 hereof, and

            (iii) c = the sum of $150,000 CDN plus any amount paid by Canwest to
                  Earth Energy under section 4.1 hereof,

            provided that where the remainder of b minus c is a positive number,
            the remainder shall be deemed to be zero.

      (b)   in the case of an assignment of rights to receive  Royalties derived
            from Central or South America,  an amount  calculated by the formula
            d/3 + (e-f), where:

            (i)   d = the total consideration (whether cash or any other form of
                  consideration) paid by the assignee to Canwest,

            (ii)  e = all  royalties  paid by  Earth  Energy  to  Canwest  under
                  sections 3.3 and 3.4 hereof, and

            (iii) f = that amount paid or set-off by Canwest  under  section 3.3
                  hereof, to a maximum of $500,000 USD,

            provided that where the remainder of e minus f is a positive number,
            the remainder shall be deemed to be zero.

      Canwest  covenants that, to the extent  practicable,  it shall arrange for
      Earth Energy's share of such assignment  payment(s) to be made directly by
      the assignee to Earth Energy.  Any payments made by the assignee  shall be
      made first for the  account of Earth  Energy and second for the account of
      Canwest. Further, any payments received by Canwest shall be received first
      for the account of Earth Energy  until Earth  Energy is paid in full,  and
      only then for the account of Canwest,  and any such payments shall be held
      by Canwest in trust for Earth Energy.

This Section 5.15 does not apply to any assignment by Canwest to an Affiliate of
Canwest,  provided  that such  assignment  is bona fide and any payments made to
Canwest in connection  with such  assignment are for tax,  accounting or similar
corporate purposes and not primarily with a view to profit Canwest.

5.16  Continuing Canwest Obligations

Notwithstanding  any  assignment  by  Canwest  of  any  rights,  obligations  or
interests hereunder,  Canwest shall remain liable for full performance of all of
its obligations  hereunder and under the  Non-Disclosure  and Non-Use Agreement,
including relating to ownership of the Technology and confidentiality.


                                      -15-
<PAGE>

                                    ARTICLE 6
                                 CONFIDENTIALITY

6.1   Non-Disclosure Agreement

Canwest agrees to execute and deliver, all on the Effective Date, Earth Energy's
form of  non-disclosure  and non-use  agreement in the form  attached  hereto as
Schedule "B" (the "Non-Disclosure and Non-Use Agreement).

6.2   Affiliates and Assignees

It shall be a condition  of any  assignment  of any rights,  obligations  and/or
interests  hereunder that the assignee first execute and deliver to Earth Energy
a Non-Disclosure and Non-Use Agreement.  Prior to any Affiliate of Canwest being
entitled to receive the benefit of any rights  hereunder,  such Affiliate  shall
first  execute  and  deliver  to  Earth  Energy  a  Non-Disclosure  and  Non-Use
Agreement.

                                    ARTICLE 7
                              TERM AND TERMINATION

7.1   Term

The term (the "Term") of this Agreement shall commence on the Effective Date and
continue until terminated on the earliest of:

      (a)   the expiry of the last of any and all Patents  anywhere in Canada or
            Central and South America  (assuming rights to Royalties levied from
            Central and South  America are acquired by Canwest and if not,  then
            Canada only);

      (b)   the day being thirty (30) days following  delivery of written notice
            to  Canwest  that it is in  material  breach of this  Agreement  and
            provided such breach has not been fully cured or corrected  prior to
            such day; and

      (c)   any action or inactions by Canwest that constitutes:  (i) a material
            breach of the Non-Disclosure and Non-Use Agreement;  (ii) an attempt
            to "reverse  engineer" any Technology  not in the public domain;  or
            (iii) any breach by Canwest of Section 4.3 or 5.1.

This Section 7.1 is subject to the arbitration provisions in Article 8.

7.2   Survival

The representation, warranties, covenants and other agreements contained in this
Agreement and/or in other documents  delivered in connection  herewith shall not
merge on and shall survive the closing of the transactions  contemplated hereby.
In  addition,  Articles  1, 2, 6, 8 and 10, and the  Non-Disclosure  and Non-Use
Agreement shall survive any termination of this Agreement.


                                      -16-
<PAGE>

                                    ARTICLE 8
                                   ARBITRATION

8.1   Reasonable Commercial Efforts to Settle Disputes

If any controversy,  dispute,  claim, question or difference  ("Dispute") arises
with  respect  to  this  Agreement  or  its  performance,  enforcement,  breach,
termination or validity, the parties shall use all reasonable commercial efforts
to settle the Dispute.  To this end, they shall consult and negotiate  with each
other in good faith and  understanding of their mutual interests to reach a just
and equitable solution satisfactory to all parties. No express reference in this
Agreement to the application of Article 8 to a provision hereof shall affect the
general application of this Article 8 to all provisions hereof.

8.2   Arbitration

Except as is expressly provided in this Agreement, and subject to Section 10.12,
if Earth  Energy and  Canwest do not reach a solution  pursuant  to Section  8.1
within a period of fifteen (15) Business Days  following the first notice of the
Dispute by any party to the others,  then either party may, at its own election,
refer the  Dispute to  arbitration  in  accordance  with this  Section 8.2 to be
finally  settled  in  accordance  with the  provisions  of the  Arbitration  Act
(Alberta), based upon the following:

      (a)   the arbitration tribunal shall consist of three (3) arbitrators, one
            (1)  appointed  by each of  Earth  Energy  and  Canwest  and a third
            appointed by mutual  agreement of the first two  arbitrators;  or in
            the  event  of  failure  to agree  within  ten  (10)  Business  Days
            following the  appointment of the second  arbitrator,  any party may
            apply to a judge of the Court of Queen's Bench of Alberta to appoint
            an arbitrator.  The arbitrators  shall be qualified by education and
            training to pass upon the particular matter to be decided;

      (b)   the  arbitrators  shall be instructed that time is of the essence in
            the arbitration  proceeding and, in any event, the arbitration award
            must be made within thirty (30) days of the appointment of the third
            arbitrator;

      (c)   after written  notice is given to refer any Dispute to  arbitration,
            the parties will meet within  fifteen (15) Business Days of delivery
            of the notice to arbitrate and will negotiate in good faith to agree
            upon the rules and procedures for the  arbitration,  in an effort to
            expedite  the  process  and  otherwise  ensure  that the  process is
            appropriate  given the nature of the Dispute and the values at risk,
            failing which, the rules and procedures for the arbitration shall be
            determined by the arbitrators or a majority of them;

      (d)   the arbitration shall take place in Calgary, Alberta;

      (e)   except as otherwise  provided in this Agreement or otherwise decided
            by  a  majority  of  the  arbitrators,  the  fees  and  other  costs
            associated  with the  arbitrators  shall be  shared  equally  by the
            parties and each party shall be responsible for its own costs;

      (f)   the  arbitration  award  shall be given in  writing,  shall  provide
            reasons  for the  decision  and  shall be final and  binding  on the
            parties, not subject to any appeal, and shall deal with the question
            of costs of arbitration and all related matters;

      (g)   judgment  upon  any  award  may  be  entered  in  any  Court  having
            jurisdiction  or application may be made to the Court for a judicial
            recognition of the award or an order of enforcement, as the case may
            be;


                                      -17-
<PAGE>

      (h)   all Disputes  referred to  arbitration  (including  the scope of the
            agreement to arbitrate, any statute of limitations, conflict of laws
            rules,  tort claims and  interest  claims)  shall be governed by the
            substantive law of Alberta and the federal laws of Canada applicable
            therein; and

      (i)   the parties agree that the  arbitration  shall be kept  confidential
            and that the  existence  of the  proceeding  and any  element  of it
            (including any  pleadings,  briefs or other  documents  submitted or
            exchanged, any testimony or other oral submissions and other awards)
            shall not be disclosed  beyond the arbitrators,  the parties,  their
            counsel and any person  necessary to the conduct of the  proceeding,
            except as may lawfully be required in judicial  proceedings relating
            to the arbitration or otherwise.

8.3   Continuing Relationship During a Dispute

In the event there is Dispute between the parties, the obligations and rights of
the parties  hereunder shall remain in force until  settlement of the Dispute is
reached,  provided that the party against whom a grievance is alleged remains in
good standing  under the  Agreement in all other  respects and provided that the
party  alleging  the  grievance  would  not  suffer  irreparable  harm  due  the
continuation of the Agreement.

                                    ARTICLE 9
                      PRESERVATION OF INTERESTS OF CANWEST

9.1   Preservation and Maintenance of Patents

Earth  Energy  hereby  provides to Canwest  express  authority  and consent (but
without  any  obligation  on the part of  Canwest  to do so) to take any and all
reasonable steps and actions, on its behalf or otherwise,  necessary to preserve
any Patents in existence,  including but not limited to making whatever  filings
and  payments  are  required  to be made  with any  appropriate  patent  office,
provided that such action:

      (a)   is not contrary to law and will not cause an  infringement or cannot
            reasonably  be  expected  to  cause  an  infringement  of any  other
            person's property rights;

      (b)   will not be,  directly  or  indirectly,  materially  adverse  to the
            interests  of Earth  Energy  unless  such action of Canwest was made
            necessary by the negligence or wilful misconduct of Earth Energy, in
            which case this subsection shall be of no force and effect; and

      (c)   will be at the sole  expense  of  Canwest,  unless  such  action  of
            Canwest was made necessary by the negligence or wilful misconduct of
            Earth Energy,  in which case all reasonable  out-of-pocket  costs of
            Canwest  relating  to such  action  shall be at the expense of Earth
            Energy.

In connection with the foregoing, a determination by Earth Energy to abandon any
Patent shall not be deemed to be wilful misconduct or negligence.

9.2   Preservation of Right to Catalyst

Earth Energy  covenants and agrees to use all reasonable  commercial  efforts to
supply Catalyst and provide related  services to Canwest pursuant to and subject
to the provisions of Article 4, failing which Canwest shall have recourse to any
and all  remedies  available to it under law to enable the supply of Catalyst to
Canwest for uses and in amounts  contemplated by Section 4 of this Agreement and
on the  basis of then  current  needs  for such  uses;  provided  also that such
recourse shall be subject to all other terms of this Agreement.


                                      -18-
<PAGE>

9.3   Disclosure

Canwest  acknowledges  and agrees  that,  other than as provided  for in Section
2.4(e), Earth Energy is not under any ongoing obligation to provide Canwest with
any confidential  information  relating to the Technology,  including  research,
development and testing related thereto. Earth Energy shall, however:

      (a)   comply with its  obligations  under  Section  4.2 to properly  train
            Canwest personnel in the use of the Equipment;

      (b)   in the  event  of Earth  Energy's  failure  to  supply  Catalyst  in
            accordance  with  Section 9.2,  provide  sufficient  information  to
            Canwest  to  permit  the  acquisition  of  alternative  supplies  of
            Catalyst in accordance with the terms of this Agreement; and

      (c)   provide testing  services to Canwest,  at Services Cost, for samples
            of tar sands,  oil shale and/or soil originating from Canwest Lands,
            to determine if there are any Improvements  that might be applicable
            thereto and if so, to advise Canwest of what Catalyst is appropriate
            and what modifications, if any, should be made to the Equipment, the
            Process and/or to the operation of the Equipment,

provided always that  appropriate  confidentiality  obligations are in place and
complied  with  by  Canwest  and  third  persons  having  a need  to  know  such
information.

9.4   Arbitration

This Article 9 shall be subject to the arbitration provisions in Article 8.

                                   ARTICLE 10
                                     GENERAL

10.1  Communications

All notices and other  communications  given in connection  with this  Agreement
shall be in writing, and the respective addresses of the parties for the service
of any such notices or other communications shall be as follows:

EARTH ENERGY                  Earth Energy Resources Inc.
                              #304 - 1590 Spall Rd.
                              Kelowna, British Columbia
                              V1Y 9W3

                              Attention: Mr. David Brough, CEO

                              Fax No.:  (250) 979-4378


                                      -19-
<PAGE>

With a copy to:               Borden Ladner Gervais LLP
                              1000, 400 Third Avenue S.W.
                              Calgary, Alberta T2P 4H2

                              Attention: Michael Rempel

                              Fax No.: (403) 266-1395

WEST PEAK and/or CANWEST      West Peak Ventures of Canada Ltd./Canwest
                              Petroleum Corporation
                              Suite 420 - 475 Howe St.
                              Vancouver, B.C. V6C 2B3

                              Attention: Mr. Tim Brock

                              Fax No.: (604) 606-7980


With a copy to:               Macleod Dixon LLP
                              3700, 400 Third Avenue S.W.
                              Calgary, Alberta T2P 4H2

                              Attention: Ms. LuAnne Morrow
                              Fax No.: (403) 264-5973

      All notices and  communications  given in connection  with this  Agreement
shall be  sufficiently  given if addressed as aforesaid and either  delivered by
hand or by reputable courier service or mail to the intended recipient's address
for service as set forth above, or sent by direct facsimile telecommunication to
such party at its fax number as set forth above (with  receipt  confirmed).  Any
notice so given  shall be deemed to have  been  given and  received  on the last
Business  Day on which  it is  presented  during  normal  business  hours at the
address  for  service  of the  addressee  thereof,  or,  in the case of a direct
facsimile  telecommunication,   on  the  day  on  which  it  is  transmitted  if
transmitted  prior to or during normal  business  hours on a Business Day, or on
the  first  Business  Day  following  the  day on  which  it is  transmitted  if
transmitted  otherwise.  A party may change its  address  for  service by giving
written notice thereof to the other parties.

10.2  Entire Agreement

      This Agreement  expresses and constitutes the entire agreement between the
parties  hereto with respect to the matters set forth herein and  supersedes any
previous  agreements  or  understandings  with  respect to the matters set forth
herein,  including,  without  limitation,  the  letter  from  Ashif  S.  Merani,
barrister  and  solicitor,  on  behalf of Earth  Energy,  dated  June 10,  2004,
addressed to West Peak and acknowledged and accepted by Canwest.

10.3  Amendment

This Agreement may be amended only by written instrument executed by Canwest and
Earth Energy.


                                      -20-
<PAGE>

10.4  Transaction Costs

Each party shall be responsible for their own legal, accounting, evaluations and
other transaction fess and costs incurred in connection with this Agreement.

10.5  Assignment

Canwest shall only be entitled to assign any rights or  obligations  under or in
respect of this  Agreement  with the prior  written  consent of Earth Energy and
subject to Article 5. Earth  Energy shall be entitled to assign the whole or any
portion  of its  interest  in and in  respect  of this  Agreement  at any  time,
provided  that it shall not thereby be relieved of its  liability to Canwest for
the performance of its obligations hereunder, unless Canwest otherwise agrees.

10.6  Enurement

This Agreement shall enure to the benefit of and be binding upon the parties and
their  respective  trustees,  legal  representatives,  receivers  and  permitted
assigns.

10.7  Further Assurances

Each of the  parties  shall  from  time to time and at all times  following  the
Effective Date, without further  consideration,  do and perform all such further
acts  and  things,  and  execute  and  deliver  all  such  further   agreements,
assurances, deeds, notices, releases and other documents and instruments, as may
reasonably  be required to more fully assure the intent and  provisions  of this
Agreement.

10.8  Waiver

No failure by any party hereto to exercise,  and no delay by any party hereto in
exercising,  any right,  power or remedy hereunder shall impair any right, power
or remedy  which such party may have,  nor shall such delay be construed to be a
waiver of any such rights,  powers or remedies or an  acquiescence in any breach
or  default  under  this  Agreement  or  in  connection  with  the  transactions
contemplated  hereby.  No waiver of any breach or default hereunder of any party
hereto shall be deemed a waiver of any default or breach subsequently  occurring
hereunder.  Any agreement on the part of a party to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf of
such  party,  and a waiver  shall  affect only the  matter,  and the  occurrence
thereof,  specifically  identified in the writing granting such waiver and shall
not extend to any other matter or occurrence.

10.9  Severability

If any provision of this  Agreement,  or the application  thereof,  will for any
reason  and to any extent be invalid or  unenforceable,  the  remainder  of this
Agreement and  application of such  provision to other persons or  circumstances
will be interpreted so as reasonably to affect the intent of the parties hereto.
The parties further agree to replace such invalid or unenforceable  provision of
this Agreement with a valid and enforceable  provision that will achieve, to the
extent  possible,  the economic,  business and other  purposes of the invalid or
unenforceable provision.

10.10 Other Remedies

Except as  otherwise  provided  herein,  any and all remedies  herein  expressly
conferred upon a party will be deemed  cumulative  with and not exclusive of any
other  remedy  conferred  hereby  or by law or  equity  on such  party,  and the
exercise of any one remedy will not preclude the exercise of any other, provided
however that the results of arbitration pursuant to Section 8.2 shall be binding
on all parties.


                                      -21-
<PAGE>

10.11 Absence of Third Party Beneficiary Rights

No provision of this Agreement is intended, nor will be interpreted,  to provide
to create any third party beneficiary  rights or any other rights of any kind in
any client, customer,  affiliate,  shareholder,  officer, director,  employee or
partner of any party  hereto or any other person or entity  unless  specifically
provided  otherwise  herein,  and, except as so provided,  all provisions hereof
will be solely between the parties to this Agreement.

10.12 Specific Performance

The parties hereto agree that  irreparable  damage would occur in the event that
any of the provisions of this Agreement  and/or the  Non-Disclosure  and Non-Use
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise  breached.   The  parties  shall  be  entitled  to  an  injunction  or
injunctions to prevent breaches of this Agreement and/or the  Non-Disclosure and
Non-Use Agreement and to enforce  specifically the terms and provisions  thereof
in court,  in addition to any other  remedy to which they are entitled at law or
in equity.

10.13 Counterpart Execution

This  Agreement  may be  executed  in separate  counterparts,  and the  executed
counterparts  shall  together  constitute one instrument and have the same force
and effect as if all of the parties had executed the same instrument.


                                      -22-
<PAGE>

      IN WITNESS  WHEREOF the parties have executed and delivered this Agreement
effective the Effective Date.



WEST PEAK VENTURES OF CANADA LTD.          EARTH ENERGY RESOURCES INC.

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

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

CANWEST PETROLEUM CORPORATION

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


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

<PAGE>

                                  SCHEDULE "A"

                 LIST OF CANWEST LANDS AS OF THE EFFECTIVE DATE



See attached.

<PAGE>

                                  SCHEDULE "B"

                  FORM OF NON-DISCLOSURE AND NON-USE AGREEMENT

                           EARTH ENERGY RESOURCES INC.
                              #304 - 1590 Spall Rd.
                            Kelowna, British Columbia
                                     V1Y 9W3


March 4, 2005

Canwest Petroleum Corporation
Suite 420 - 475 Howe St.
Vancouver, British Columbia
V6C 2B3

Attention: Mr. Tim Brock

Dear Sirs:

Re:   Non-Disclosure and Non-Use Agreement

      Each  party  hereto  (where  the  same  is  a  discloser  of  Confidential
Information,  the "Owner") is  considering  disclosing to the other party (where
the same is the recipient of Confidential Information, the "Receiving Party") in
connection  with the use and commercial  exploration  of Earth Energy  Resources
Inc.'s  ("Earth  Energy")  catalyst,  process and related  equipment  technology
(collectively   "Technology")   including  certain  test,   business  and  other
information as may be determined by the Owner, for purposes associated with each
party's  respective  business  operations and as may be agreed to under separate
agreement(s)  (the "Permitted  Use"). In the course of the Permitted Use it will
be necessary to disclose to the Receiving Party certain Confidential Information
and the parties wish to provide for the use of the  Confidential  Information by
the  Receiving  Party solely for and limited to the Permitted Use and to confirm
that the ownership of and all benefits to the Technology shall remain with Earth
Energy.

      The term  "Confidential  Information" as used in this Agreement shall mean
all information whether in oral, written, visual or other tangible or intangible
form which has been or is in the future  disclosed,  directly or indirectly,  to
the  Receiving  Party,  relating  in any way,  directly  or  indirectly,  to the
business of the Owner,  including without limitation any business  opportunities
that may be available to the Owner and all financial  information.  With respect
to Earth Energy as Owner,  Confidential  Information  also includes  information
directly or indirectly relating to the Technology, including without limitation,
any uses of or  improvements  to the  Technology,  as well as all Inventions (as
defined  below) in  connection  therewith.  Confidential  Information  shall not
include   information  which  the  Receiving  Party  establishes  by  clear  and
convincing evidence:

      (a)   was already in the possession of the Receiving Party prior to August
            1, 2003;

      (b)   was in the public domain at the time the Receiving Party received or
            developed such information; or

<PAGE>

      (c)   becomes part of the public  domain after receipt or  development  by
            the Receiving  Party,  through no act or omission on the part of the
            Receiving Party.

      Confidential  Information  which is  specific  is not  deemed to be in the
public domain merely  because it is embraced by general  knowledge in the public
domain. Further,  Confidential Information is not deemed to be within the public
domain  merely  because its  individual  features are within the public  domain,
unless the combination of features or their nexus are in the public domain.

      The term  "Inventions"  as used in this  Agreement  shall  mean all works,
discoveries,  concepts,  work  product  and ideas,  whether  patentable  or not,
including but not limited to products, processes, prototypes, software, designs,
methods, formulae and techniques, as well as improvements thereto or thereof and
all  "know-how"  in  connection  with  all  thereof,  as  well  as all  patents,
copyright,  industrial design and other intellectual property rights therein and
thereto,  all whether  conceived or developed by the Owner and/or the  Receiving
Party and  which  relate in anyway to any  aspect,  present  or  future,  of the
Confidential  Information;  provided however, it is the intent of this Agreement
and the  parties  agree  that  any  and all  Inventions  relating,  directly  or
indirectly, to the Technology shall be owned solely by Earth Energy.

      The Owner is agreeable to making the Confidential Information available to
the Receiving Party, subject to the following terms and conditions:

      1.    The  Receiving  Party  hereby   acknowledges  and  agrees  that  the
            Confidential  Information  and all  Inventions  are and shall be the
            exclusive, valuable property of the Owner. The Receiving Party shall
            acquire no right or interest in or to the  Confidential  Information
            and no license  or  assignment  is granted or to be implied  herein,
            unless otherwise agreed to by the parties in a separate agreement.

      2.    The Receiving Party agrees to keep secret and  confidential  any and
            all  Confidential  Information  received  and/or  developed  by  it,
            together   with  all   Inventions   and  not  to  divulge  any  such
            Confidential  Information  or  Inventions,  in  whole  or  in  part,
            directly or indirectly,  to any third party,  except as specifically
            permitted hereby.

      3.    The Receiving Party agrees to refrain from using or drawing upon the
            Confidential  Information,  directly or indirectly,  for any purpose
            other than the  Permitted Use and with a view to assisting the Owner
            in  its  business  and  the  Receiving  Party  shall  not  make  any
            commercial or other use, directly or indirectly, of the Confidential
            Information or any Invention.

      4.    Without limiting the Receiving Party's  obligations  hereunder,  the
            Receiving  Party  covenants  and agrees to perform such  obligations
            using at least the same  standard  of care as it  applies to its own
            confidential information, which standard, in any event, shall not be
            less than those professional standards used in the industry relating
            to  the  Permitted   Use.  The  Receiving   Party  shall  limit  the
            availability of the  Confidential  Information  within the Receiving
            Party's organization to only those of its employees, consultants and
            agents who have an  absolute  need to see and use it for the express
            and  limited  purpose  of the  Permitted  Use and  should  any  such
            disclosure  be  required,  to  inform  each of the  said  employees,
            consultants  and  agents of the  provisions  of this  Agreement  and
            ensure  through  written  agreement  that  they are also  bound as a
            Receiving Party by the provisions hereof, with the Owner being named
            either  as a  party  or as a  third  party  beneficiary  under  such
            agreement.


                                      -2-
<PAGE>

      5.    In the event that the Receiving Party or any of its  representatives
            is requested or required by discoveries,  interrogatories,  requests
            for information or documents in legal proceedings,  subpoena,  civil
            investigative  demand or other similar  process,  to disclose any of
            the  Confidential  Information,  the  Receiving  Party shall provide
            Owner with prompt  written notice of any such request or requirement
            so that  Owner  may seek a  protective  order  or other  appropriate
            remedy  and/or  waive   compliance   with  the  provisions  of  this
            Agreement. If, in the absence of a protective order or other remedy,
            the  Receiving  Party is  nonetheless,  in the  opinion of  counsel,
            legally  compelled  to  disclose  Confidential  Information  to  any
            tribunal or else stand liable for  contempt or suffer other  censure
            or penalty, the Receiving Party,  without liability  hereunder,  may
            disclose  to such  tribunal  only that  portion of the  Confidential
            Information  which such  counsel  advises is legally  required to be
            disclosed,   provided  that  the  Receiving   Party   exercises  all
            commercially   reasonable   efforts   to   obtain   assurance   that
            confidential   treatment   will  be   accorded   that   Confidential
            Information by such tribunal.

      6.    In the event the Receiving Party decides not to proceed with further
            discussions  pertaining  to the Permitted Use or upon the request of
            the Owner,  then the Receiving Party agrees to forthwith  deliver to
            the Owner or permanently destroy all copies of documents, electronic
            records or other  media  containing  or based upon or arising out of
            Confidential  Information without retaining any copies thereof.  The
            Receiving Party shall confirm in writing, certified by an officer of
            the Receiving  Party where the same is a corporation,  that all such
            documents, electronic records and other media have been delivered or
            destroyed, as the case may be.

      7.    For greater  clarification  where Earth Energy is the Owner,  all of
            the  forgoing  provisions  and the  provisions  of this  paragraph 7
            concerning Earth Energy's Confidential  Information shall also apply
            to and include, mutatis mutandis, the Technology,  including without
            limitation all Inventions  relating thereto,  such that Earth Energy
            shall be the  sole and  exclusive  owner of the  Technology  and all
            Inventions  pertaining thereto and to the extent the same constitute
            Confidential  Information,  it shall be  deemed  to be Earth  Energy
            Confidential  Information.  Any Inventions conceived or developed by
            the  Receiving  Party  following   disclosure  of  the  Confidential
            Information  shall be owned  solely by the  Owner  and be  forthwith
            disclosed  by the  Receiving  Party to the Owner  and the  Receiving
            Party  agrees  to hold the same in trust  for and on  behalf  of the
            Owner and  forthwith  upon  request  of the Owner,  to  execute  and
            deliver  any  documents  to the Owner and at the request and cost of
            the Owner,  to take whatever other steps are so requested,  in order
            to fully  transfer any and all right,  title or interest  thereto to
            the Owner. The Receiving Party acknowledges and agrees that it shall
            make no claim of ownership or other entitlement to any right,  title
            or interest in or to any  Confidential  Information  or Invention or
            part thereof.

      8.    Each party agrees that it shall not knowingly solicit or recruit the
            employees  of the other  party who are or were  associated  with the
            Permitted  Use,  without  the prior  written  consent  of such other
            party.  The  foregoing  provisions  of this  paragraph  8 shall  not
            restrict the right of either  party to solicit or recruit  generally
            in the media  and  shall not  prohibit  either  party  from  hiring,
            without prior written  consent,  the other party's  employee(s)  who
            answer any general  advertisement or who otherwise voluntarily apply
            for hire without  having been  personally  solicited or recruited by
            the hiring party.

      9.    The Receiving  Party's  obligations under this Agreement shall be in
            force  from  the  date of this  Agreement  and  continue  in  effect
            thereafter with respect to:

            (a)   Confidential Information, until the specific information is no
                  longer  deemed to be  Confidential  Information  in accordance
                  with the provisions hereof;


                                      -3-
<PAGE>

            (b)   Inventions,  until one (1) year  following the delivery to the
                  Owner of the officer's  certificate referred to in paragraph 6
                  hereof; and

            (c)   solicitation  or recruitment  of the other party's  employees,
                  until the earlier of an employee leaving his or her employment
                  (with  respect  only  to  such  employee)  and  one  (1)  year
                  following the delivery of the officer's  certificate  referred
                  to in paragraph 6 hereof.

      10.   The Receiving Party agrees that if it commits a breach, or threatens
            to commit a breach, of any of the provisions of this Agreement, then
            the  Owner has the right to have the  provisions  of this  Agreement
            specifically  enforced by any court  having  jurisdiction,  it being
            acknowledged  and agreed that any such breach or  threatened  breach
            will cause  irreparable  injury to the Owner and that money  damages
            may not provide an adequate  remedy to the Owner. If a breach occurs
            and  is  not  wholly  remedied  by  specific   enforcement  of  this
            Agreement,  the Receiving  Party agrees to compensate  the Owner for
            any adverse consequences that result,  directly or indirectly,  from
            the breach.

      11.   No  representation  or warranty of any kind is made with  respect to
            the accuracy,  completeness or suitability for a particular  purpose
            of the Confidential Information or of any Inventions and the same is
            provided hereunder on an "as is" basis.

      12.   This  Agreement  shall  not be  construed  as  creating  an  agency,
            partnership,   joint  venture,  teaming  or  other  formal  business
            relationship between the parties.

      13.   This  Agreement is governed by and construed in accordance  with the
            laws of the  Province  of Alberta  applicable  to  agreements  to be
            performed  entirely  within the  Province  of  Alberta.  Each of the
            parties hereby irrevocably attorns to the jurisdiction of the courts
            of the Province of Alberta.

      14.   The  Receiving  Party  shall not be  entitled  to assign  any of its
            obligations  under this Agreement  without the prior written consent
            of  the  Owner,   which  consent  the  Owner  may  withhold  in  its
            discretion.  The Owner shall be entitled,  without the prior consent
            of the Receiving  Party, to assign any or all of its rights,  powers
            or privileges under this Agreement.

      15.   This  Agreement  contains the entire  agreement  between the parties
            concerning the confidentiality and Permitted Use of the Confidential
            Information  and ownership of the Inventions and no  modification of
            this Agreement or waiver of its terms and conditions is binding upon
            us  unless   approved  in  writing  and  signed,   in  the  case  of
            modification,  by each of the Owner and the  Receiving  Party and in
            the case of waiver, by the party so waiving.


                                      -4-
<PAGE>

If you agree with the foregoing,  please indicate your acceptance by signing the
enclosed duplicate copy of this letter agreement and returning it to us.

Yours truly,

EARTH ENERGY RESOURCES INC

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

Name:
      ------------------------------

Position:
          --------------------------



ACCEPTED AND AGREED to this 4th day of March, 2005



CANWEST PETROLEUM CORPORATION

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

Name:
      ------------------------------

Position:
          --------------------------


                                      -5-