Filed by Automated Filing Services Inc. (604) 609-0244 - Wescorp Energy Inc. - Exhibit 10.2






 INTELLECTUAL PROPERTY PURCHASE AGREEMENT  

 THIS AGREEMENT dated August 30, 2003 (“Effective Date”)
  is between: 

 FLOWRAY INC.  

 An Alberta corporation with its principal place of business
  is at 

  8709—50 Avenue, Edmonton, Alberta, Canada, T6E 5H4

  (“Seller”) 

 AND 

 QUADRA PRODUCTS INTERNATIONAL INC~,  

  A Barbadian corporation with its principal place of business at Lauriston House,
  Lower Collymore Rock, 

  P.O. Box 1132, Bridgetown, Barbados 

  (“Buyer”) 


BACKGROUND 


	A.	The Seller is the owner of certain intellectual property
      as defined below.
	B.	The Seller has agreed to sell, and the Buyer has agreed to
      purchase, all the intellectual property of the Seller’s, as a going
      concern, on the terms and subject to the conditions provided in this Agreement



AGREEMENTS 


 For valuable consideration, the receipt of which each Party acknowledges,
  the Parties agree as follows: 

	1 	DEFINED TERMS. In this Agreement:
	 	 
	a) 	“Affiliate” means a corporation which controls, is controlled
      by, or is under common control of a Party; 
	 	 
	b) 	“Agreement”, “this Agreement”, and “the
      Agreement” means this agreement as it may be amended or supplemented
      periodically;
	 	 
	c) 	“Control” includes, without limitation, directly or indirectly
      owning shares having more than 50% of the votes entitled to be cast to elect
      the directors of a corporation and “Controlled” includes, without
      limitation, a corporation which is under Control; 
	 	 
	d) 	“Intellectual Property” means all Technical Information,
      Patents, Trade-marks, copyrights, industrial designs, trade-names, and other
      intellectual property rights whether registered or not, owed by or licensed
      to the Seller or its Affiliates, relating to the Products; 
	 	 
	e) 	“Parties” means Flowray Inc. and Quadra Products International
      Inc. collectively and “Party” means each individually.
    
	 	 
	f) 	“Patents” means all patents and inventions and applications
      thereof relating to the Products of the Seller or its Affiliates including,
      without limitation: all patents which may be issued from current applications
      (including divisions, reissues. renewals, re-examinations, continuations,
      continuations in part and extensions) applied for or registered in any jurisdiction
      in the Territory. ii. any patents owned or controlled by the Seller or its
      Affiliates; 
	 	 
	g) 	“Products” means any product owned or produced by the
      Seller, including but not limited to, any product used in the oil and gas
      well production marketplace.
	 	 
	h) 	“Technical Information” means all know-how and related
      technical knowledge of the Seller relating to the Products including, without
      limitation: 


 








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	 	i.	all trade secrets and other proprietary know-how, confidential
      information, public information, non-proprietary know-how and invention
      disclosures;
	 	 ii. 	any information of a scientific, technical or business nature
      regardless of form; 
	 	iii. 	all documents research, developmental, demonstration or engineering
      work;
	 	 iv. 	all information that can be or is used to define a design
      or process or procure, produce, support, or operate material and equipment;
	 	v.	methods of production; and 
	 	vi. 	all other drawings, blueprints, patterns, plans, flow charts,
      equipment, parts lists, software and procedures, specifications, formulas,
      designs, technical data, descriptions, related instructions, manuals, records
      and procedures.
	 	 
	 k) 	“Territory” means the entire
      world.
	 	 
	I) 	“Trademarks” means the trade-marks,
      trade names, designs, graphics, logos and other commercial symbols whether
      registered or not, owned by or licensed to the Seller or its Affiliates
      which are used in connection with the Products or the Seller.
	 	 
	2.	PURCHASE AND SALE OF ASSETS
	 	 
	2.1 	Description of Assets. Upon the terms
      and subject to the conditions of this Agreement, the Seller agrees to sell,
      assign and transfer to the Buyer, and the Buyer agrees to purchase from
      the Seller, as a going concern at closing, all the Intellectual Property
      of the Seller.
	 	 
	2.2 	Purchase Price. The purchase price payable by
      the Buyer to the Seller for the Intellectual Property will be six hundred
      thousand dollars ($600,000) (“Purchase Price”), payable by a promissory
      note to be completed, dated, executed, and provided to the Seller in the
      form of the promissory note attached to this Agreement as Schedule 1. (“Promissory
      Note”).
	 	 
	3.	REPRESENTATIONS OF THE SELLER
	 	 
	3.1 	Representations. The Seller represents
      to the Buyer as follows, with the intent that the Buyer will rely on the
      representations in entering into this Agreement, and in concluding the purchase
      and sale contemplated by this Agreement.
	 	 
	a)	 Capacity to Sell. The Seller is a corporation
      duly incorporated, validly existing and in good standing under the laws
      of Alberta, and has the power and capacity to own and dispose of the Intellectual
      Property and to carry on the Seller’s Business as now being conducted
      by it, and to enter into this Agreement and carry out its terms to the full
      extent.
	 	 
	b) 	Authority to Sell. The execution and delivery
      of this Agreement, and the completion of the transaction contemplated by
      this Agreement has been duly and validly authorized by all necessary corporate
      action on the part of the Seller, and this Agreement constitutes a legal,
      valid and binding obligation of the Seller enforceable against the Seller
      in accordance with its terms except as may be limited by laws of general
      application affecting the rights of creditors.
	 	 
	c) 	Sale Will Not Cause Default. Neither the
      execution nor delivery of this Agreement, nor the completion of the purchase
      and sale contemplated by this Agreement will violate any of the terms and
      provisions of the constating documents or bylaws or articles of the Seller,
      or any order, decree, statute, bylaw, regulation, covenant, restriction
      applicable to the Seller or the Intellectual Property.
	 	 
	d)	 Litigation. There is no litigation or
      administrative or governmental proceeding or inquiry pending or, to the
      knowledge of the Seller, threatened against or relating to the Seller, the
      Seller’s Business, or any of the Intellectual Property, nor does the
      Seller know of or have reasonable grounds that there is any basis for any
      such action, proceeding or inquiry.









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	e) 	Canadian Resident. The Seller is a resident of Canada within the
      meaning of the Income Tax Act (Canada). 
	 	 
	f)	Knowledge. The Seller has not done or omitted to do and is not
      aware of any act or thing which could prevent the Seller from transferring
      the Intellectual Property to the Buyer. 
	 	 
	4. 	REPRESENTATIONS OF THE BUYER 
	 	 
	4.1 	Representations. The Buyer represents to the Seller as follows,
      with the intent that the Seller will rely on these representations and warranties
      in entering into this Agreement, and in concluding the purchase and sale
      contemplated by this Agreement. 
	 	 
	a) 	Status of Buyer. The Buyer is a corporation duly incorporated,
      validly existing and in good standing under the laws of Barbados, has the
      power and capacity to enter into this Agreement and carry out its terms,.
    
	 	 
	b) 	Authority to Purchase. The execution and delivery of this Agreement
      and the completion of the transaction contemplated by this Agreement has
      been duly and validly authorized by all necessary corporate action on the
      part of the Buyer, and this Agreement constitutes a legal, valid and binding
      obligation of the Buyer enforceable against the Buyer in accordance with
      its terms except as limited by laws of general application affecting the
      rights of creditors. 
	 	 
	5. 	SELLER’S OBLIGATIONS 
	 	 
	5.1 	The Parties agree that the Seller will act as the patent and trademark
      agent on behalf of the Buyer until such time as any Intellectual Property
      registrations, in process as of the Effective Date, are completed. 
	 	 
	5.2 	In spite of paragraph 5.1 above, following the execution of this Agreement,
      the Parties acknowledge and agree that the Buyer is the rightful and legal
      owner of all Intellectual Property. 
	 	 
	6. 	INDEMNIFICATION 
	 	 
	The Seller will indemnify the Buyer against all
      actions, claims, proceedings, costs and damages and all legal costs or other
      expenses arising out of any breach of the above representations outlined
      in paragraph 3 above or out of a claim by a third party based on any facts
      which if substantiated would constitute such a breach. 
	 	 
	7. 	CLOSING 
	 	 
	7.1 	Time of Closing. Subject to the terms and conditions of this Agreement,
      the purchase and sale of the Intellectual Property will be completed on
      October 1, 2003. 
	 	 
	7.2 	Documents to be Delivered by the Seller. At the closing the Seller
      will deliver or cause to be delivered to the Buyer: 
	 	 
	a) 	all documents evidencing either registration of the Seller’s Intellectual
        Property rights or applications for Intellectual Property rights; 

	 	 
	b) 	certified copies of those resolutions of the shareholders and directors
      of the Seller required to be passed to authorize the execution, delivery
      and implementation of this Agreement and of all documents to be delivered
      by the Seller under this Agreement; and 











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	7.3 	Documents to be Delivered by the Buyer. At the closing the Buyer
      will deliver or cause to be delivered: 
	 	 
	a) 	a promissory note in the form of Schedule 1 of this Agreement 
	 	 
	8. 	GENERAL 
	 	 
	8.1 	Further Assurances. The parties will execute such further and other
      documents and do such further and other things as may be necessary to carry
      out and give effect to the intent of this Agreement. 
	 	 
	8.2 	Notice. All notices required or permitted to be given under this
      Agreement will be in writing and personally delivered to the last known
      address of each Party or at such other address as may from time to time
      be notified by any of the Parties. 
	 	 
	8.3 	Entire Agreement. This Agreement constitutes the entire agreement
      between the parties and there are no representations, express or implied,
      statutory or otherwise and no collateral agreements other than as expressly
      set out or referred to in this Agreement. 
	 	 
	8.4 	Time of the Essence. Time will be the essence of this Agreement.
    
	 	 
	8.5 	Currency. All transactions referred to in this Agreement will be
      made in lawful currency of Canada. Any reference to cash in this Agreement
      includes a reference to cash, certified check, banker’s draft, wire,
      or electronic transfer. 
	 	 
	8.6 	Applicable Law. This Agreement, in all aspects, will be governed
      by and interpreted in accordance with the laws of Barbados. 
	 	 
	8.7 	Submission to Jurisdiction. Each Party will submit to the jurisdiction
      of the courts of Barbados. 
	 	 
	8.8	Dispute Resolution. All disputes arising in connection with this
      Agreement shall be finally settled under the Rules of Conciliation and Arbitration
      of the International Chamber of Commerce by one or more arbitrators appointed
      in accordance with the said Rules. The place of arbitration shall be Barbados.
    
	 	 
	8.9 	Successors and Assigns. This Agreement will enure to the benefit
      of and be binding upon the parties and their respective successors and assigns,
      except that no party may assign this Agreement without the prior consent
      of the other parties. 
	 	 
	8.10 	Counterparts. This Agreement may be signed by facsimile or original
      and executed in any number of counterparts, and each executed counterpart
      will be considered to be an original. All executed counterparts taken together
      will constitute one agreement. 











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	FLOWRAY INC.	 
	By:	 
	 	 
	/s/ Gregory Burghardt	 
	Gregory Burghardt	 
	President and Authorized Signatory	 
	 	 
	 	 
	QUADRA PRODUCTS INTERNATIONAL	 
	INC.	 
	By:	 
	 	 
	/s/ Tyson Thompson	 
	TYSON THOMPSON	 
	Director and Authorized Signatory	 
	 	 
	 	 
	Acknowledged and consented to by the following:	 
	 	 
	 	 
	NEW MILLENNIUM ACQUISITIONS LTD.	 
	BY:	 
	 	 
	/s/ Curtis Sparrow	 
	Curtis Sparrow	 
	President and Authorized Signatory	 
	 	 
	By:	 
	 	 
	/s/ Gregory Burghardt	 
	Gregory Burghardt	 
	 	 
	 	 
	CTI DIVERSIFIED HOLDINGS, INC.	 
	By:	 
	 	 
	/s/ John Anderson	 
	John Anderson	 
	President and Authorized Signatory	 
	 	 
	 	 
	1049265 Alberta Ltd.	 
	By:	 
	 	 
	 /s/ John Anderson	 
	John Anderson	 
	President and Authorized Signatory	 












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 SCHEDULE 1  


Promissory Note



CDN. $600,000



FOR VALUE RECEIVED, QUADRA PRODUCTS INTERNATIONAL INC. (the “Buyer”) hereby acknowledges itself indebted to FLOWRAY INC.. (the “Seller”), and promises to pay to the order of the Seller, the principal sum of $600,000 in lawful
money of Canada without interest. The Seller may not assign its right, title, and interest in, to and under this promissory note.



The Buyer retains its rights of set-off or counterclaim with respect to any payments required to be made under this promissory note.


 DATED: __________________________________________  

	QUADRA PRODUCTS INTERNATIONAL INC.	 
	By:	 
	 	 
	 	 
	TYSON THOMPSON	 
	Director and Authorized Signatory