EXHIBIT 99.4


                          SALE AND CONVEYANCE AGREEMENT

                          (Area: Superb, Saskatchewan)

THIS AGREEMENT made the ____ day of August, 2001.

BETWEEN:
                      WESTLINKS RESOURCES LTD., a body corporate, having an
                      office at the City of Calgary, in the Province of Alberta
                      (hereinafter referred to as the "Vendor")

                                             - and -

                      NUWAY RESOURCES OF CANADA, LTD., a body corporate, having
                      an office at the City of Calgary, in the Province of
                      Alberta (hereinafter referred to as the "Purchaser")


                  WHEREAS Vendor has agreed to sell and convey, and Purchaser
has agreed to purchase and accept, on the terms and conditions hereinafter set
forth, the Assets;

                  NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises, mutual covenants, agreements and warranties hereinafter set
forth and contained, the parties hereto respectively covenant and agree as
follows:


                                    ARTICLE 1
                                 INTERPRETATION

1.1      Definitions
         -----------

         In this agreement, including the recitals, this clause and the
Schedules, the following capitalized words and phrases shall have the following
meanings:

         (a)      "Adjustment Date" means 8:00 a.m. Calgary time on August 1,
                  2001;

         (b)      "AFE's" means authority for expenditure, unit budget, mail
                  ballot or cash call or any other approval given by the holder
                  of working interest in the Lands or related tangible property
                  to conduct an operation, create or incur a financial
                  obligation or accept a risk;

         (c)      "Assets" means the Petroleum and Natural Gas Rights, the
                  Miscellaneous Interests and the Tangibles;

         (d)      "Business Day" means any day upon which the parties hereto are
                  open for normal business in Calgary, Alberta;

         (e)      "Closing Date" means the _____ day of August, 2001 or such
                  other date which the parties hereto may agree to;

         (f)      "Dollar" and "$" mean a dollar of lawful money of Canada;

         (g)      "Environmental Liabilities" means any and all environmental
                  damage, contamination or other environmental problem
                  pertaining to the Assets, whether or not caused by a breach of
                  applicable governmental regulations, including, without
                  limitation, any matters related to surface, underground, air,
                  groundwater or surface water contamination, the abandonment or
                  plugging of any Well or Wells, the restoration or reclamation
                  of any part of the Assets, or the removal of or failure to
                  remove any foundations, structures or equipment from the
                  Lands;

         (h)      "GST" means the goods and services tax administered pursuant
                  to the Excise Tax Act (Canada);

<PAGE>

         (i)      "Lands" means the lands set forth and described under the
                  title "Lands" in Schedule "A" and includes the Petroleum
                  Substances underlying such lands subject to such limitations
                  as to geological formations and Petroleum Substances as may
                  appear in Schedule "A";

         (j)      "Leases" means collectively the leases, reservations, permits,
                  licenses or other documents of title set forth and described
                  under the title "Leases" in Schedule "A" by virtue of which
                  the holder thereof is entitled to explore for, drill for, win,
                  take or remove the Petroleum Substances within, upon or under
                  the Lands (or any replacement thereof or renewals thereof or
                  leases derived therefrom), but only insofar as the same relate
                  to the Lands;

         (k)      "Miscellaneous Interests" means an undivided thirty (30.0%)
                  percent interest held by Vendor in and to all property, assets
                  and rights (other than the Petroleum and Natural Gas Rights
                  and the Tangibles) pertaining to, but only to the extent they
                  pertain to, the Petroleum and Natural Gas Rights, the
                  Tangibles or any lands with which the Lands have been pooled
                  or unitized, including, without limitation, the interest in
                  the following:

                  (i)      all contracts, agreements, books, records and
                           documents relating directly to the Petroleum and
                           Natural Gas Rights and the Tangibles and any rights
                           in relation thereto;

                  (ii)     all subsisting rights to enter upon, use and occupy
                           the surface of any of the Lands or any lands upon
                           which the Tangibles are located or lands which are
                           used to gain access to any of the foregoing;

                  (iii)    all subsisting rights to carry out operations
                           relating to the Lands or the Tangibles and, without
                           limitation, all easements and Well, pipeline and
                           other permits, licences and authorizations;

                  (iv)     all geological, engineering and other reports
                           prepared for the joint account, i.e., prepared for
                           all working interest owners, but not any other
                           reports or interpretations or any other geophysical
                           or geological data;

         (l)    "Notice" has the meaning ascribed to it in subclause 6.5(b);

         (m)    "Permitted Encumbrances" means:

                  (i)      easements, rights of way, servitudes and other
                           similar rights in land including, without limitation,
                           rights of way and servitudes for highways and other
                           roads, railways, sewers, drains, gas and oil
                           pipelines, gas and water mains, electric light,
                           power, telephone, telegraph or cable television
                           conduits, poles, towers, wires and cables;

                  (ii)     the right reserved to or vested in any government or
                           other public authority by the terms of any grant,
                           permit or statutory provision to terminate any Leases
                           or to require annual or other periodic payments as a
                           condition of the continuance thereof;

                  (iii)    liens imposed by statute securing the payment of
                           taxes or assessments which are not due or the
                           validity of which is being contested in good faith by
                           Vendor;

                  (iv)     taxes on Petroleum Substances (excluding income taxes
                           and goods and services taxes) or the revenue
                           therefrom and requirements imposed by statutes or
                           governmental boards, tribunals or authorities
                           concerning rates of production from operations on any
                           of the Lands or otherwise affecting recoverability of
                           Petroleum Substances from the Lands and which are
                           generally applicable to the oil and gas industry in
                           Alberta;

                                                                               2
<PAGE>

                  (v)      rights reserved to or vested in any municipality or
                           governmental, statutory or public authority to
                           control or regulate any of the Assets in any manner;

                  (vi)     undetermined or inchoate liens (including, without
                           limitation, processors', operators' and similar
                           liens) incurred or created as security in favour of
                           the person conducting the operation of any of the
                           Assets arising in the ordinary course of business for
                           Vendor's proportionate share of the costs and
                           expenses of such operations in respect of such costs
                           which are not due or delinquent at the relevant time;

                  (vii)    mechanics', builders' or materialmans liens in
                           respect of services rendered or goods supplied, but
                           only insofar as such liens relate to goods or
                           services for which payment is not due or the validity
                           of which is being diligently contested by or on
                           behalf of Vendor;

                  (viii)   the reservations, limitations, provisos and
                           conditions in any original grants from the Crown of
                           any of the Lands or interests therein and statutory
                           exceptions to title;

                  (ix)     penalties which are disclosed in Schedule "A" and
                           which have arisen under operating procedures or
                           similar agreements as a consequence of elections by
                           Vendor at the relevant time not to participate in
                           operations on the Lands to which the penalty applies;

                  (x)      liens or security incurred, created or granted in the
                           ordinary course of business to a public utility,
                           municipality or governmental authority in connection
                           with operations pertaining to the Assets; and

                  (xi)     all royalty burdens (including lessor's royalties),
                           liens, adverse claims and encumbrances described in
                           Schedule "A";

         (n)      "Petroleum and Natural Gas Rights" means the entire undivided
                  right, title, estate and interest of Vendor described in
                  Schedule "A" in respect of the Leases and the Lands (including
                  working interests, royalty interests or any other interests of
                  the Vendor);

         (o)      "Petroleum Substances" means petroleum, natural gas and all
                  related hydrocarbons, including, without limitation, all
                  liquid hydrocarbons, and all other substances, whether
                  liquids, gases or solids and whether hydrocarbon or not
                  (except coal but including sulphur), produced in association
                  with such petroleum, natural gas or related hydrocarbons, the
                  rights which are granted by the Leases;

         (p)      "Prime Rate" means a rate of interest per annum equal to the
                  annual rate of interest which is announced from time to time
                  by The Bank of Nova Scotia, Calgary, Alberta, as a reference
                  rate used for determining interest rates on Canadian dollar
                  loans to its most credit worthy customers;

         (q)      "Production Sales Contracts" means those contracts for the
                  sale of Petroleum Substances produced from the Lands, or lands
                  with which the Lands have been pooled or unitized, not
                  terminable on thirty (30) days notice or less, as set forth on
                  Schedule "A";

         (r)      "Rights of First Refusal" means a right of first refusal,
                  pre-emptive right of purchase or similar right whereby any
                  party has the right to acquire or purchase all or a portion of
                  the Assets as a consequence of this agreement or the
                  transactions set forth herein;

         (s)      "Security Interest" means any assignment by way of security,
                  mortgage, pledge, charge, lien or other security interest
                  whatsoever, however created or arising, whether absolute,
                  contingent, fixed or floating, perfected or not;

                                                                               3
<PAGE>

         (t)      "Take or Pay Obligations" means the outstanding obligations of
                  Vendor arising in connection with payments made to Vendor, or
                  its predecessors in interest, under or in respect of gas
                  purchase contracts or other contracts for the sale of
                  Petroleum Substances, which payments were made in lieu of or
                  in consequence of the buyers under such contracts not taking
                  delivery of Petroleum Substances or in consideration of future
                  deliveries of Petroleum Substances and which obligations
                  include obligations to deliver Petroleum Substances after the
                  Closing Date or to repay such payments after the Closing date;

         (u)      "Tangibles" means an undivided thirty (30.0%) interest held by
                  Vendor in and to:

                  (i)      all tangible depreciable property and assets which
                           are situate in, on or about the Lands, or lands with
                           which the Lands have been pooled or unitized, or
                           appurtenant thereto and which are used in connection
                           with production, gathering, processing, injection,
                           removal, transmission or treatment of Petroleum
                           Substances or operations thereon or relative thereto
                           or appurtenant to or used in connection with the
                           Wells, but excluding equipment beyond the point of
                           entry into a gathering system, plant or other
                           facility; and

                  (ii)     all Wells; and

         (v)      "Wells" means all producing, shut-in, suspended, abandoned,
                  water source or injection wells located on the Lands or any
                  lands which have been pooled or unitized therewith, including
                  the wellbores and casing therein, as provided on Schedule "A".

1.2      Schedules and Exhibits
         ----------------------

         The following schedules (the "Schedules") are attached to, form part
of, and are incorporated in this agreement:

         Schedule "A" - Lands, Leases, Vendor's Interest, Permitted
Encumbrances, Wells and AFE's.

1.3      Headings
         --------

         The headings of the clauses of this agreement and the Schedules are
inserted for convenience of reference only and shall not affect the meaning,
interpretation or construction thereof.

1.4      Included Words
         --------------

         In this agreement, words importing the singular include the plural and
vice versa, and words importing one gender include other genders and words
importing individuals shall also include firms and corporations and vice versa,
as the context may require.

1.5      References
         ----------

         Except as otherwise provided for herein, "this agreement", "hereto",
"herein", "hereof", "hereby", "hereunder" and similar expressions refer to this
agreement in its entirety and not to any particular clause, subclause, paragraph
or other portion thereof. Unless otherwise specified herein, reference to a
clause, subclause or a paragraph refer to a clause, subclause or paragraph of
the body of this agreement.

1.6      Conflicts
         ---------

         Whenever any term or condition, whether express or implied, of any
Schedule conflicts with or is at variance with any term or condition of the body
of this agreement, the latter shall prevail.

                                                                               4
<PAGE>

1.7      Statutory References
         --------------------

         Any reference herein to a statute shall include and shall be deemed to
be a reference to such statute and to the regulations made pursuant thereto, and
all amendments made thereto and in force from time to time, and to any statute
or regulation that may be passed which has the effect of supplementing or
superseding the statute so referred to or the regulations made pursuant thereto.

1.8      Invalidity of Provisions
         ------------------------

         If any of the provisions of this agreement should be determined to be
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions herein shall not in any way be
affected or impaired thereby.

1.9      Knowledge or Awareness
         ----------------------

         Where in this agreement a representation, warranty or certificate is
made on the basis of knowledge or awareness of a party hereto, such knowledge or
awareness consists only of the actual knowledge or awareness, as the case may
be, of the officers and employees of such party (after having made reasonable
enquiry of such party's files relating to the Assets), and does not include
knowledge and awareness of any other person or persons.


                                    ARTICLE 2
                               SALE AND CONVEYANCE
                               -------------------

2.1      Sale and Conveyance
         -------------------

         In consideration of the payment to Vendor by Purchaser of the Purchase
Price, Vendor hereby sells, assigns, transfers, conveys and sets over unto
Purchaser the Assets, and Purchaser hereby purchases and accepts directly from
Vendor, the Assets, to have and hold the same, together with all benefit and
advantage to be derived therefrom, subject to and in accordance with the terms
of this agreement. Subject to all other provisions of this agreement, title to,
possession of beneficial ownership of and risk in respect of the Assets shall be
passed to the Purchaser on the date hereof.

2.2      Purchase Price
         --------------

         The purchase price paid by Purchaser to Vendor for the Assets shall be,
subject to adjustments as herein provided, One Million Six Hundred Thirty Seven
Thousand and One Dollar and Ninety Cents ($1,637,001.90) in the form of a bank
draft or certified cheque in Canadian Dollars (the "Purchase Price"). Vendor
hereby acknowledges receipt of the Purchase Price, and $13,720.03 (7% of the
portion of the Purchase Price allocated to Tangibles in respect of the Goods and
Service Tax ("GST") payable by the Purchaser with respect to the purchase of the
Assets pursuant thereto). The Vendor shall remit the GST to the appropriate
governmental agency. The GST registration number of Vendor is R892642893.

2.3      Allocation of Purchase Price
         ----------------------------

         The Purchase Price shall be paid, allocated and attributed by Vendor
and Purchaser as follows:

         (a)      to the Petroleum and Natural Gas Rights       $784,001.52
         (b)      to the Miscellaneous Interests                $      1.00
         (c)      to the Tangibles                              $195,999.38
                                                                -----------
                                                                $980,001.90
                                                                ===========

2.4      Payment of AFE's
         ----------------

         The Purchaser hereby pays to the Vendor its proportionate share of the
following capital expenditures, which proportionate share is set forth below
(the "Additional Amounts"):

                                                                               5
<PAGE>

         (a)      Westlinks AFE No. 40081 (re: 10-36-033-25 W3       $ 19,500.00
                  well water disposal)(allocated to Petroleum and
                  Natural Gas Rights for Purchaser)
         (b)      Westlinks AFE No. 80011                            $ 75,000.00
                  (re: construct central gathering & treating
                  Facility at 09-36-033-25 W3M)(allocated to
                  Tangibles for Purchaser)
         (c)      Drill, Complete and Equip five (5) wells           $562,500.00
                  ($375,000/ well)                                   -----------
                                                                     $657,000.00
                                                                     ===========

Vendor hereby acknowledges receipt of the Additional Amounts.

2.5      Cost overruns or underruns incurred in the operations outlined in:

         (a)      Subclause 2.4 (a) will be booked as a drilling expense subject
                  to Canadian Development Expense for the Vendor and Purchaser
                  and the Purchaser will receive its proportionate share of any
                  such overun or underrun; and

         (c)      Subclause 2.4 (b) will be booked as undepreciated capital cost
                  subject to Capital Cost Allowance and the Purchaser will
                  receive its proportionate share of any such overrun or
                  underrun.

2.6      The costs outlined in subclause 2.4 (c) will be booked as a drilling
         expense subject to Canadian Development Expense for the Vendor and the
         Purchaser.


                                    ARTICLE 3
                                 APPORTIONMENTS
                                 --------------

3.1      Apportionments
         --------------

         (a)      Except as provided below in this clause 3.1 the net amount of
                  all benefits and obligations of every kind and nature relating
                  to the operation of the Assets and accruing in respect of the
                  Assets including, without limitation, mineral and surface
                  lease rentals, property taxes, maintenance, development,
                  capital and operating costs, the proceeds from the sale of
                  production, royalties and revenues from processing and
                  transportation fees charged to third parties (other than
                  income taxes), shall be apportioned between Vendor and
                  Purchaser as of the Adjustment Date on an accrual basis using
                  generally accepted accounting principles.

         (b)      Proceeds (net of royalties) from the sale of Petroleum
                  Substances attributable to the Petroleum and Natural Gas
                  Rights produced between the Agjustment Date and the Closing
                  Date shall be for the account of Purchaser. Purchaser shall be
                  obligated to pay royalties on all Petroleum Substances which
                  are not beyond the wellhead on the Closing Date.

         (c)      Without limiting subclause 3.1(a), in the apportionment
                  hereunder Vendor shall receive credit from Purchaser for an
                  amount equal to all unexpended cash call advances, operating
                  funds, and similar advances by Vendor to operators in respect
                  of the Assets. All such funds and advances, in cases where
                  Vendor is the operator of a joint venture, shall be refunded
                  by Vendor to the applicable joint venture parties.

         (d)      No later than two days before the Closing Date the Vendor
                  shall deliver to the Purchaser a written interim statement of
                  all adjustments and payments to be made pursuant to the
                  provisions of the Agreement and shall make available to
                  representatives of the Purchaser all information necessary for
                  such representatives to understand and confirm the
                  calculations in such statement. The Vendor and the Purchaser
                  shall co-operate in settling and agreeing to the amounts of
                  the adjustments and payments to be made pursuant to the
                  provisions hereof on an interim basis and the amounts so
                  agreed shall be employed for the purposes of Closing.

         (e)      To the extent reasonably possible, a final accounting of all
                  apportionments pursuant to this clause 3.1 shall be carried
                  out within one hundred and twenty (120) days following the

                                                                               6
<PAGE>

                  Closing Date. Purchaser shall pay to Vendor, or Vendor shall
                  pay to Purchaser, as the case may be, the net cash amount
                  owing in respect of the apportionments under this clause 3.1
                  as specified in the final accounting within thirty (30) days
                  of completion of the accounting. Any apportionments occurring
                  more than one hundred and twenty (120) days after the Closing
                  Date which may become necessary shall be apportioned as they
                  occur and payment shall be made with respect thereto within
                  thirty (30) days of each such apportionment being agreed upon.
                  All overdue payments hereunder shall be payable with interest
                  calculated at the Prime Rate plus one percent (1.0%).

         (f)      The parties to the agreement foresee that certain adjustments
                  will be necessary from time to time after the one hundred and
                  twenty (120) day period referred to in Subclause 3.1(e) of
                  this Appendix. Subject to subclause 3.1(g), these adjustments
                  shall not be made without a party hereto giving written
                  notice, but no later than one (1) year after Closing Date, to
                  the other party hereto requesting an adjustment. Each of the
                  parties hereto agrees to co-operate in calculating and
                  confirming the amount of any payment as may be necessary as a
                  result thereof and agrees to make payment in the event of
                  becoming obliged thereby to make payment.

         (g)      Adjustments resulting from joint venture audits, royalty
                  audits or thirteen (13) month adjustments which are
                  outstanding at Closing Date or that occur after Closing Date
                  shall be made as they occur in accordance with the provisions
                  of the governing agreements or existing legislation. Such
                  adjustments shall be received or paid by the party entitled
                  thereto or obliged thereby.

         (h)      GST shall be payable with respect to subclause 3.1(c) and
                  shall also be applied to other apportionments where required
                  by law and paid accordingly by the applicable party hereto.

         (i)      If the parties cannot agree as to the accounting provided for
                  in this Article, the matter may be referred to arbitration by
                  either party for determination in accordance with the
                  Arbitration Act of Alberta, except that the arbitration shall
                  not be limited to the schedule of fees provided therein.


                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

4.1      Representations and Warranties of Vendor
         ----------------------------------------

         Vendor hereby represents and warrants to Purchaser that:

         (a)      Corporate Standing: it is a corporation duly organized,
                  validly subsisting and in good standing under the laws of its
                  jurisdiction of incorporation and is authorized to carry on
                  business in the Province of Saskatchewan;

         (b)      Corporate Authority: it has all requisite power and authority
                  to enter into this agreement and to perform its obligations
                  under this agreement;

         (c)      Execution and Enforceability of Documents: this agreement has
                  been duly authorized by any and all requisite corporate,
                  shareholders' and directors' actions, has been duly executed
                  and delivered by Vendor and constitutes a legal, valid,
                  binding and enforceable obligation of Vendor;

         (d)      No Conflicts: the consummation by Vendor of the transactions
                  contemplated herein will not, in any material respects,
                  violate or conflict with any of the constating documents,
                  by-laws or governing documents of Vendor or any provision of
                  any material agreement or instrument to which Vendor is party
                  or by which Vendor or the Assets is bound, or any judgment,
                  decree, order, statute, rule or regulation applicable to
                  Vendor or the Assets;

                                                                               7
<PAGE>

         (e)      Canadian Resident: it is not a non-resident of Canada within
                  the meaning of the Income Tax Act (Canada);

         (f)      Title: although it does not warrant title to the Assets and
                  except for Permitted Encumbrances:

                  (i)      it has done no act or thing and is aware of no
                           circumstance, matter or thing whereby any of the
                           Assets may be cancelled or determined and the Assets
                           are free and clear of any and all encumbrances and
                           Security Interests;

                  (ii)     none of the Petroleum and Natural Gas Rights are
                           subject to reduction or conversion by reference to
                           payout of any well or otherwise other than as set
                           forth in Schedule "A"; and

                  (iii)    subject to the rents, covenants, conditions and
                           stipulations in the Leases and any other agreements
                           pertaining to the Assets and on the lessee's or
                           holder's part thereunder to be paid, performed and
                           observed, Purchaser may enter into and upon, hold and
                           enjoy the Assets for the residue of the respective
                           terms of the Leases, such other agreement relating to
                           the Assets and all renewals or extensions thereof as
                           to the interests hereunder assigned for Purchaser's
                           own use and benefit without any interruption of or by
                           Vendor or any other person whomsoever claiming by,
                           through or under Vendor;

         (g)      No Knowledge of Defaults: it has no knowledge of, nor has it
                  been informed of, any default or notice of default relating to
                  the Assets, or any of them;

         (h)      Finders' Fees: Vendor has not incurred any obligation or
                  liability, contingent or otherwise, for brokers' or finders'
                  fees in respect of this transaction for which Purchaser shall
                  have any obligation or liability;

         (i)      No Lawsuits or Claims: there are no material claims,
                  proceedings, actions, lawsuits, administrative proceedings or
                  governmental investigations in existence, contemplated or
                  threatened against or with respect to the Assets;

         (j)      Payment of Taxes: to the best of Vendor's knowledge, all
                  rentals, royalties and all ad valorem, property, production,
                  severance and similar taxes and assessments based on or
                  measured by the ownership of the Assets or the production of
                  Petroleum Substances from the Lands or the receipt of proceeds
                  therefrom payable by Vendor prior to the Effective Date and
                  for all prior years have been properly paid and discharged;

         (k)      Compliance: Vendor has complied with, performed, observed and
                  satisfied all material terms, conditions, obligations and
                  liabilities which have heretofore arisen and were the
                  obligations of Vendor under any of the provisions of any
                  agreement affecting the Assets or any then existing statute,
                  order, writ, injunction or decree of any governmental agency
                  or court relating to the Assets;

         (l)      Documents: it has made all reasonable inquiries and searches
                  for material documents and information, it has delivered or
                  made available to Purchaser all documents, instruments,
                  records and books relevant to Vendor's title to the Lands and
                  the Leases and in its possession or to which it has reasonable
                  access;

         (m)      Worker's Compensation: the Workers' Compensation Board of
                  Saskatchewan does not possess and is not entitled to a charge
                  on or a lien against the Assets or any of them created
                  directly by Vendor;

         (n)      AFEs: there are no authorizations for expenditure or other
                  financial commitments with respect to the Assets except as set
                  forth on Schedule "A";

                                                                               8
<PAGE>

         (o)      Production Sales Contracts: there are no Production Sales
                  Contracts for the sale of Petroleum Substances produced from
                  the Lands not terminable on thirty (30) days notice or less;

         (p)      Operations: all operations relating to the Assets have been
                  conducted in accordance with good oilfield practice and all
                  then existing laws, regulations and directives and to the best
                  of Vendor's knowledge, it has not received any notice of the
                  occurrence of a material violation, and is not aware that any
                  material violation is occurring or has occurred, in respect of
                  operations relating to the Assets;

         (q)      Environmental: to the best of Vendor's knowledge, it is not
                  aware of and has not received:

                  (i)      any claims, orders or directives which relate to
                           environmental matters or Environmental Liabilities
                           and which require any work, repairs, construction or
                           capital expenditures with respect to the Assets,
                           where such orders or directives have not been
                           complied with in all material respects; or

                  (ii)     any claim, demand or notice issued with respect to
                           the breach of any environmental, health or safety law
                           applicable to the Assets, including without
                           limitation, respecting the use, storage, treatment,
                           transportation or disposition of environmental
                           contaminants, which demand or notice remains
                           outstanding on the date hereof;

         (r)      Area of Mutual Interest: the Assets are not subject to an
                  agreement which provides for an area of mutual interest;

         (s)      Take or Pay Obligations: the Assets are not subject to any
                  outstanding Take or Pay Obligations; and

         (t)      Rights of First Refusal: as of the Closing Date there are no
                  rights of first refusal relating to the Assets.

4.2      Limitation of Representations and Warranties
         --------------------------------------------

         (a)      Vendor makes no representations or warranties except as
                  expressly set forth in clause 4.1 and in particular, and
                  without limiting the generality of the foregoing, Vendor
                  hereby negates any representations or warranties, whether
                  contained in any information memorandum or otherwise, except
                  for those set forth above in this clause, with respect to:

                  (i)      the quality, quantity or recoverability of Petroleum
                           Substances within or under the Lands or any lands
                           pooled therewith;

                  (ii)     the value of the Assets or the future cash flow
                           therefrom; and

                  (iii)    the quality, condition, fitness or merchantability of
                           any tangible, depreciable equipment or property,
                           interests in which are comprised in the Assets.

         (b)      Except to the extent that it has relied upon the
                  representations and warranties contained in clause 4.1,
                  Purchaser acknowledges and confirms that it has performed its
                  own due diligence and it has not relied on any data,
                  information or advice from the Vendor, its officers,
                  directors, agents, consultants and advisors with respect to
                  any or all of the matters specifically enumerated in subclause
                  4.2(a) in connection with the purchase of the Assets pursuant
                  hereto.


4.3      Representations and Warranties of Purchaser
         -------------------------------------------

         Purchaser hereby represents and warrants to Vendor that:

                                                                               9
<PAGE>

         (a)      Corporate Standing: Purchaser is a body corporate duly
                  organized and validly existing under the laws of the
                  jurisdiction of its formation, is authorized or is taking
                  steps to be authorized to carry on business in all
                  jurisdictions in which the Assets are located and has good
                  right, full power and absolute authority to purchase the
                  interest of Vendor in and to the Assets according to the true
                  intent and meaning of this agreement;

         (b)      Corporate Authority: Purchaser has taken all necessary
                  corporate actions and has all requisite power and authority to
                  enter into this agreement and to purchase and pay for the
                  Assets on the terms described herein and to perform all other
                  obligations of Purchaser under this agreement;

         (c)      No Conflicts: the consummation by Purchaser of the
                  transactions contemplated by this agreement will not, in any
                  material respect, violate or conflict with, any of the
                  constating documents, by-laws or governing documents of
                  Purchaser or any provision of any material agreement or
                  instrument to which Purchaser is a party or is bound, or any
                  judgment, decree, order, statute, rule or regulation
                  applicable to Purchaser;

         (d)      Execution and Enforceability of Documents: this agreement has
                  been duly executed and delivered by Purchaser and it
                  constitutes a legal, valid, binding and enforceable obligation
                  of Purchaser;

         (e)      Finders' Fees: it has not incurred any liability, contingent
                  or otherwise, for brokers' or finders' fees in respect of this
                  transaction for which the Vendor shall have any
                  responsibility; and

         (f)      Investment Canada: the Purchaser is a "non-Canadian" under the
                  Investment Canada Act.

4.4      No Merger
         ---------

                  The representations and warranties set forth in clauses 4.1
         and 4.3 shall be deemed to apply, as applicable, to all assignments,
         conveyances, transfers and documents conveying the Assets from Vendor
         to Purchaser and there shall not be any merger of any representation or
         warranty in such assignments, transfers or documents notwithstanding
         any rule of law, equity or statute to the contrary and all such rules
         are hereby waived.


                                    ARTICLE 5
                                    INDEMNITY
                                    ---------

5.1      General Indemnity
         -----------------

                  Subject to clause 5.3, Vendor shall be liable for, and shall
         indemnify Purchaser from and against, all actions, causes of action,
         losses, costs, claims, damages, expenses or liabilities suffered,
         sustained, paid or incurred by Purchaser pertaining to the Assets and
         occurring or arising prior to the Closing Date and Purchaser shall be
         liable for and shall indemnify Vendor from and against all actions,
         causes of action, losses, costs, claims, damages, expenses or
         liabilities suffered, sustained, paid or incurred by Vendor pertaining
         to the Assets and occurring subsequent to the Closing Date, excepting,
         in each case, to the extent that such liabilities are reimbursed by
         insurance, are caused by the negligence or wilful misconduct of the
         party claiming indemnity or are apportioned pursuant to clause 3.1.
         Such indemnities shall be deemed to apply to all assignments,
         transfers, conveyances, novations and other documents conveying the
         Assets from Vendor to Purchaser notwithstanding the actual terms
         thereof. Such indemnities shall extend to reasonable legal costs on a
         solicitor and client basis. Nothing contained in this clause shall:

         (i)      impose any liability on Vendor for damages for consequential
                  business loss or loss of value suffered by Purchaser or its
                  successors and assigns; or

                                                                              10
<PAGE>

         (ii)     impose any liability on any party for the income tax
                  liabilities of any other party.

5.2      Environmental Indemnity
         -----------------------

                  Notwithstanding anything herein contained to the contrary, the
         parties agree that Purchaser shall be liable for, and shall indemnify
         and hold Vendor harmless from and against any claims, demands, actions
         or proceedings pertaining to Environmental Liabilities brought by or on
         behalf of any person against Vendor and applicable to the Assets, and
         for all losses, damages, payments, costs and expenses (including but
         not limited to reasonable legal costs on a solicitor and client basis)
         arising out of or in any way pertaining to Environmental Liabilities
         and applicable to the Assets, regardless of when the claim, demand,
         action or proceeding (or if applicable the relevant cause of action) or
         such loss, damage, payment, cost or expense arose, relates to or
         otherwise applies.

5.3      Limitation of Claims
         --------------------

                  In the absence of fraud, no claim in respect of the covenants,
         representations and warranties contained in this agreement shall be
         made or be enforceable whether by legal proceedings, indemnification
         pursuant to clause 5.1 or otherwise howsoever unless Notice of such
         claim is given by the claimant to the other party within the period of
         one (1) year from the Closing Date and unless the claimant relied upon
         the particular covenants, representation and warranties outlined in the
         claim.

5.4      Notice of Claims
         ----------------

                  If, after the Closing Date, a claim is asserted in
         circumstances which do or may give rise to an indemnity under this
         Article 5, the party against whom the claim is asserted shall forthwith
         give Notice thereof to the party required to indemnify and such parties
         shall consult and cooperate in respect thereof and in determining
         whether the claim and any legal proceedings relating thereto should be
         resisted, compromised or settled. Each party shall make available to
         the other all information in its possession or to which it has access
         which is or may be relevant to the particular claim. Purchaser shall
         provide Vendor with reasonable access to the Lands and Tangibles to
         which the claim relates to the extent reasonably necessary in
         connection with the claim. No such claim shall be settled or
         compromised without the written consent of the indemnifying party
         hereunder, which consent shall not be unreasonably withheld. If any
         such claim relates exclusively to a period prior to or after the
         Closing Date, as the case may be, Vendor or Purchaser respectively
         shall have exclusive conduct of the claim and all legal proceedings
         relating thereto, unless otherwise agreed to in writing.



                                    ARTICLE 6
                                     GENERAL
                                     -------

6.1      Further Assurances
         ------------------

                  Hereafter as may be necessary and without further
         consideration, the parties hereto shall execute, acknowledge and
         deliver such other documents, novations, instruments and agreements and
         shall do such other things as may be necessary to carry out their
         respective obligations under this agreement or the laws and regulations
         applicable to the transaction contemplated herein. Without limiting the
         generality of the foregoing, the Purchaser covenants that it shall
         comply with the requirements of the Investment Canada Act.

                                                                              11
<PAGE>

6.2      Subordination of Ancillary Documents
         ------------------------------------

                  All documents executed by the Parties and delivered pursuant
         to the provisions of this Agreement are subordinate to the provisions
         hereof and the provisions hereof shall govern and prevail in the event
         of conflict.

6.3      Governing Law
         -------------

                  This agreement shall, in all respects, be subject to and be
         interpreted, construed and enforced in accordance with the laws in
         effect in the Province of Alberta. Each party hereto accepts the
         jurisdiction of the courts of the Province of Alberta and all courts of
         appeal therefrom.

6.4      Time
         ----

         Time shall be of the essence in this agreement.

6.5      Addresses
         ---------

         (a)      The address for Notices of each of the parties hereto shall be
                  as follows:

                  Vendor:        WESTLINKS RESOURCES LTD.
                                 2600, 500 - 4th Avenue SW
                                 Calgary, Alberta     T2P 2V6

                                 Attention: President
                                 --------------------
                                 Fax : (403) 294-1197

                  Purchaser:     NUWAY RESOURCES OF CANADA, LTD.
                                 c/o Macleod Dixon LLP
                                 Barristers & Solicitors
                                 3700, 400 - 3rd Avenue SW
                                 Calgary, Alberta      T2P 4H2

                                 Attention : Mary Lou McDonald
                                 -----------------------------
                                 Fax : (403) 264-5973

         (b)      All notices, communications and statements (hereinafter called
                  "Notices") required, permitted or contemplated hereunder shall
                  be in writing, and shall be deemed to be sufficiently given
                  and received if:

                  (i)    personally served on the other party by delivery during
                         the normal business hours of the recipient at the
                         addresses set forth above (personally served Notices
                         shall be deemed received by the addressee when actually
                         delivered); or

                  (ii)   by telefax (or by any other like method by which a
                         written or recorded message may be sent) directed to
                         the party on whom they are to be served at that party's
                         fax number set forth above and such Notices so served
                         shall be deemed to have been received by the addressee
                         thereof when actually received by it if received within
                         the normal working hours of a Business Day, or, if
                         received outside the normal working hours of a Business
                         Day, at the commencement of the next ensuing Business
                         Day following transmission thereof.

         (c)      Either of the parties hereto may from time to time change its
                  address for service herein by giving Notice to the other.

6.6      Prior Agreements and Amendments
         -------------------------------

                  This agreement supersedes and replaces any and all prior
         agreements between the parties hereto relating to the sale and purchase
         of the Assets and may be amended only by written instrument signed by
         the parties hereto.

6.7      Entire Agreement
         ----------------

         This instrument states the entire agreement between the parties hereto.

                                                                              12
<PAGE>

6.8       Enurement
          ---------

                  This agreement shall be binding upon and shall enure to the
         benefit of the parties hereto and their respective trustees, receivers,
         receiver-managers, successors and permitted assigns.

6.9      Waivers
         -------

                  No waiver by any party hereto shall be effective unless in
         writing and a waiver shall only affect the matter, and the occurrence
         thereof, specifically identified in the writing granting such waiver
         and shall not extend to any other matter or occurrence.

6.10     Substitution and Subrogation
         ----------------------------

                  To the extent that the same is possible, the Vendor shall
         convey the Assets to the Purchaser with full right of substitution and
         subrogation of the Purchaser in and to all covenants, representations
         and warranties by others heretofore given or made in respect of the
         Assets or any part thereof.

6.11     Counterpart Execution
         ---------------------

                  This agreement may be executed in as many counterparts as are
         necessary and all executed counterparts together shall constitute one
         agreement. A valid and binding contract shall arise if and when
         counterpart execution pages are executed and delivered by each of the
         parties to the other. Delivery may occur via facsimile with the
         original counterpart execution page being delivered by each party to
         the other immediately following closing.





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

                            WESTLINKS RESOURCES LTD.


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


                                         NUWAY RESOURCES OF CANADA, LTD.

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

                                                                              13
<PAGE>

                                  SCHEDULE "A"


This is Schedule "A" to a Sale and Conveyance Agreement made the ____ day of
August, 2001 between Westlinks Resources Ltd., as Vendor, and NuWay Resources of
Canada, Ltd., as Purchaser.

                           Area: Superb, Saskatchewan


                       Lands, Leases and Vendor's Interest
<TABLE>
<CAPTION>

           Lands                                      Vendor's Interest       Permitted
       (Rights Held)                 Lease(s)          Being Assigned        Encumbrance(s)
       -------------                 --------          --------------        --------------
<S>                                  <C>              <C>                    <C>
Twp. 33, Rge. 24 W3M: W/2 Sec. 21    CR PNG           Undivided 30% WI       Crown Sliding Scale
(PNG to Base Mannville)              PN 34,988

Twp. 33, Rge. 25 W3M: Sec. 36        CR PNG           Undivided 30% WI       Crown Sliding Scale
(PNG to Base Mannville)              PN 33,465
</TABLE>


                                      Wells

       U.W.I.                     W.I.%          Status          Producing Zone
       ------                     -----          ------          --------------
141/05-21-033-24 W3/0             30.0             SIO              Mannville
141/07-36-033-25 W3/0             30.0            POil                Viking
101/08-36-033-25 W3/0             30.0            POil            Superb Waseca
121/09-36-033-25 W3/0             30.0            POil            Superb Waseca
111/10-36-033-25 W3/0             30.0            WInj            Superb Waseca
111/15-36-033-25 W3/0             30.0            POil            Superb Waseca
121/16-36-033-25 W3/0             30.0             ABD                  --
122/16-36-033-25 W3/0             30.0            POil            Superb Waseca

Legend:     POil - Producing Oil     SIO - Shut in Oil        ABD - Abandoned
            WInj - Water Injection



                                      AFE's
<TABLE>
<CAPTION>

                                                              AFE       Participating
     AFE No.      Description                                Amount     Interest (%)
     -------      -----------                                ------     ------------

<S>               <C>                                     <C>               <C>
      40081       Funds required to cement squeeze        $ 65,000.00       30.0
                  existing perforations in the oil leg
                  of the 10-36-033-25 W3M well ; then
                  perforate the water leg for disposal
                  of water produced from the 10-36 well

      80011       Funds required to construct central     $250,000.00       30.0
                  gathering & treating facility at a
                  location in 09-36-033-25 W3M
</TABLE>

                                                                              14