CANWEST PETROLEUM CORPORATION
                           Suite 206 - 475 Howe Street
                              Vancouver, BC V6C 2B3

April 20, 2005

Apex Engineering Inc.                          West Peak Ventures of Canada Ltd.
234 Westridge Road                             Suite 420 - 475 Howe Street
Edmonton, AB  T5T 1C1                          Vancouver, BC  V6C 2B3

Attention: Dr. Baki Ozum                       Attention: Tim Brock


Dear Sirs:

Re:   Sulfoxy Joint Venture
--------------------------------------------------------------------------------

Further to our recent  discussions,  this letter of intent is a framework within
which the  parties  will  mutually  undertake  the  necessary  research  and due
diligence required for the purpose of successfully demonstrating the improvement
of bitumen recovery from the surface mineable oil sands ore and in-situ recovery
of bitumen and heavy oils by oxidation  and  sulfonation  of  asphaltenes  in an
atmosphere of confidentiality and mutual respect (the "Joint Venture").

This letter is a formal  binding  agreement  and provides a  foundation  for the
drafting of a joint venture  agreement to be executed  subsequently (as provided
for herein).

1.    Joint Venture Interests

Subject to the contributions to be made by CanWest Petroleum  Corporation (CWPC)
as to  $205,000  and as more fully  described  below as  outlined  below,  it is
acknowledged  that the parties will own certain joint  venture  interests in the
project to be  undertaken  in respect of which funding is being sought that will
be held as follows:

CanWest Petroleum Corporation ("CWPC")                     60%  working interest
Apex Engineering Inc. ("Apex")                             25%  carried interest
West Peak Ventures of Canada Ltd. ("West Peak")            15%  carried interest

(CWPC, Apex and West Peak collectively, referred to as the "Joint Venturers" and
individually as a "Joint Venturer").
<PAGE>

2.    Reduction of Joint Venture Interests

It is acknowledged and agreed that the Joint Venture  interests of Apex and West
Peak may be purchased (and CWPC's  interest will  correspondingly  be increased)
upon  payment  of the  amounts  set forth  below,  excluding  payments  made for
supplying  services  that in respect of which  Apex is  entitled  to be paid for
providing its services as outlined below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                        Amount of Reduced                        Adjusted Joint Venture
     Joint Venturer         Interest              Payment               Interest
-----------------------------------------------------------------------------------------
<S>                            <C>              <C>                        <C>
          Apex                 10%              $1,000,000                 15%
-----------------------------------------------------------------------------------------

       West Peak                5%              $  500,000                 10%
-----------------------------------------------------------------------------------------
</TABLE>

Upon Apex and/or West Peak receiving payment of this amount,  excluding payments
made for services  performed as outlined below, the Joint  Venturer's  Interests
shall be assigned to CWPC.

3.    Material Terms of the Joint Venture and the Agreement During Phase One:

(a)   Apex will be the operator of the Joint  Venture under the direction of Dr.
      Baki Ozum in  exchange  for which it shall be entitled to be paid its fees
      from the money advanced by the parties as outlined below;

(b)   Schedule "A" attached  hereto sets out the fees that the parties  shall be
      entitled  to be paid  from the Joint  Venture  monies  including,  without
      limitation,  the fees of Apex as  operator  (these fees shall not be taken
      into account when determining whether a payment as outlined in paragraph 2
      has been made);

(c)   Phase One of the Joint Venture will include the necessary research and due
      diligence  required  for the  purpose of  successfully  demonstrating  the
      improvement of bitumen recovery from the surface mineable oil sands ore by
      oxidation  and  sulfoxidation  of bitumen  asphaltenes,  as described in a
      research  proposal  prepared for the  submission to the AERI  (prepared by
      Apex  Engineering  Inc.,  December 13,  2004).  Phase One is expected take
      approximately  6 months to complete;  The proposed budget for Phase One is
      $92,570, which is approved by CWPC;

(d)   Phase Two of the Joint Venture will include the necessary research and due
      diligence  required  for the  purpose of  successfully  demonstrating  the
      improvement  of  bitumen  recovery  from  the  in-situ  oil  sands  ore by
      oxidation  and  sulfoxidation  of bitumen  asphaltenes,  as described in a
      research  proposal  prepared for the  submission to the AERI  (prepared by
      Apex  Engineering  Inc.,  December 13,  2004).  Phase Two is expected take
      approximately  6 months to complete;  The proposed budget for Phase Two is
      $112,650, which is approved by CWPC;
<PAGE>

(e)   Except as otherwise  provided  herein,  any decision of the Joint  Venture
      shall require the approval of the holders of a minimum of 75% of the Joint
      Venture interests;

(f)   CWPC agrees to contribute not less than $92,570 to the Joint  Venture,  on
      or before September 1, 2005, and another $112,629 to the Joint Venture, on
      or before  February  28, 2006,  parties  agree to cooperate to secure such
      other sources of funds that may be available for technological development
      from AERI,  and any other  entities  providing  funding for such  research
      projects.  All these  monies shall be used to pay Apex for its services as
      outlined in the budget approved by Apex and CWPC. The funds to be provided
      by CWPC are to be forwarded to Apex on a cash call basis. Any requirements
      for shared ownership of technological  development shall be taken from all
      members of the Joint Venture according to their respective  proportions of
      interests in the Joint Venture.  Any  intellectual  property  developed by
      Apex in furtherance of the Joint Venture objectives shall be owned by Apex
      and, provided Apex receives payment for its services at the rates outlined
      in Schedule A, and the Joint  Venture  pays for the cost  associated  with
      protecting the same, whether through patent or other intellectual property
      protection  available,  Apex  shall  grant  the  Joint  Venture  parties a
      perpetual,  royalty free license  entitling the Joint  Venture  parties to
      exploit the same for all commercial  purposes in accordance with the terms
      of the Joint Venture Agreement.  The terms of such Joint Venture Agreement
      shall  include a provision  that  prohibits  any one of the Joint  Venture
      parties from making use of any of the intellectual  property  developed or
      disclosing  confidential  information  relating  to the same to any  third
      parties unless it is approved by Apex and the holders of not less than 75%
      of the Joint Venture interests;

(g)   Prior to funding  Phase Two, the parties will  negotiate in good faith the
      terms and conditions of the Agreement  and, once  executed,  the Agreement
      shall serve as the document governing the operation of the Joint Venture;

(a)   In addition to the terms and conditions provided for herein, the Agreement
      will  contain  terms  relating  to funding  requirements,  rights of first
      offer, rights of turn over,  dilution for non performance,  accounting and
      tax matters, assignment to related parties, defaults,  arbitration,  joint
      venture committee; and

(b)   The Joint  Venture  and the  Agreement  will be subject  to,  among  other
      things, the receipt of any required director,  regulatory, and shareholder
      approvals of the parties.

5.    Material Covenants

All press releases or other similar public  written  communications  of any sort
relating to the Joint  Venture,  this letter of intent,  the  Agreement  and the
method of release for  publication  thereof,  will be subject to the approval of
all parties hereto, acting reasonably. The parties will cooperate in relation to
each other's public  communications with respect to their respective business or
the Joint  Venture with a view to achieving  consistency  in the content of such
communication.
<PAGE>

This letter of intent shall be governed by the laws of the Province of Alberta.

If you are in agreement  with  foregoing,  kindly  indicate  your  acceptance by
signing  this letter of intent  where  indicated  below and return a copy to the
undersigned.   This  letter  of  intent  may  be  signed  by  facsimile  and  in
counterpart,  which  together  shall be deemed to constitute one valid letter of
agreement.

Sincerely yours,

CANWEST PETROLEUM CORPORATION


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


AGREED TO AND ACCEPTED as of this              AGREED TO AND ACCEPTED as of this
____ day of ______________, 2005.              ____ day of ______________, 2005.

APEX ENGINEERING INC.                          WEST PEAK VENTURES OF CANADA LTD.


Per:                                           Per:
    -----------------------------                  -----------------------------
<PAGE>

                                  SCHEDULE "A"
                                  FEE SCHEDULE

Apex Engineering  Inc. will send invoices to CWPC every three months.  CWPC will
be charged  $92,570 for the Phase One, and CWPC will be charged $56,325 and AERI
will be charged  $112,624 for the Phase Two.  Payments to Apex for the Phase One
of the project will be made before  September 1, 2005 and payments for Phase Two
of the project will be made before February 28, 2006.