---

THIS WARRANT (THE "WARRANT") RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS
WARRANT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE
THE DATE WHICH IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE.

THESE UNITS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00
P.M. (VANCOUVER TIME) ON FEBRUARY 28, 2008.

Right to Purchase 375,000 UNITS of
MEGAWEST ENERGY CORP. (subject to adjustment as provided herein)

MEGAWEST ENERGY CORP.

SPECIAL UNITS PURCHASE WARRANT

|No. 022807- FU02 | Issue Date: February 28, 2007
|---------------- | -----------------------------

This
Special Units Purchase Warrant will only be issued pursuant to finders
arrangements relating to private placements provided to MEGAWEST ENERGY CORP.
The following terms shall apply to this Special Units Purchase Warrant:

MEGAWEST
ENERGY CORP., a corporation organized under the laws of the Province of Alberta,
Canada (the Company), hereby certifies that, for value received, GUNDYCO ITF
POWERONE CAPITAL MARKETS LIMITED A/C#515-50006-14, 161 Bay Street, 10th Floor,
Toronto, Ontario (the Holder) shall have the right to purchase from MEGAWEST
ENERGY CORP. (hereinafter called the Company), at any time until 5:00 p.m.,
E.S.T on February 28, 2008, 375,000 (THREE HUNDRED SEVENTY FIVE THOUSAND) units
of securities of the Company at a price of USD$1.00 per unit (the Exercise
Price), upon and subject to the terms and conditions set forth herein.

Each
unit shall consist of one (1) fully paid and nonassessable share of Common Stock
(Common Share) and one (1/2) share purchase warrant with each full share
purchase warrant allowing the purchase of one (1) share of Common Stock at
US$1.30 per share until February 28, 2008 (Warrant Share)(see Schedule C),
with both Common Shares and Warrant Shares in such stock as existing on the date
of issuance of this Note (in aggregate, a Unit).

The
Holder or its assigns is entitled, subject to the terms set forth below, to
purchase from the Company at any time until 5:00 p.m., E.S.T on February 28,
2008, 375,000 (THREE HUNDRED SEVENTY FIVE THOUSAND) Units at a per share
purchase price of USD$1.00. The aforedescribed purchase price per Unit, as
adjusted from time to time as herein provided, is referred to herein as the
"Purchase Price." The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein.

As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

1

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(a)      The
term Company shall include MEGAWEST ENERGY CORP. and any corporation which
shall succeed or assume the obligations of MEGAWEST ENERGY CORP. hereunder.

(b)     
The term Common Stock includes (a) the Company's Common Stock, no par value
per share, as authorized on the date of the Subscription Agreement, and (b) any
other securities into which or for which any of the securities described in (a)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

(c)      The
term Other Securities refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.

1.      Exercise
of Warrant.

1.1.     
Number of Units Issuable upon Exercise. From and after the Issue Date
through and including the Expiration Date, the Holder hereof shall be entitled
to receive, upon exercise of this Warrant in whole in accordance with the terms
of subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.

1.2.     
Full Exercise. This Warrant may be exercised in full by the Holder hereof
by delivery of an original or facsimile copy of the form of subscription
attached as Schedule A hereto (the Subscription Form") duly executed by such
Holder and surrender of the original Warrant within four (4) business days of
exercise, to the Company at its principal office or at the office of its Warrant
Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer
or by certified or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of Units for which this Warrant is
then exercisable by the Purchase Price then in effect.

1.3.      Partial
Exercise. This Warrant may be exercised in part (but not for a fractional
share) by surrender of this Warrant in the manner and at the place provided in
subsection 1.2 except that the amount payable by the Holder on such partial
exercise shall be the amount obtained by multiplying (a) the number of whole
Units designated by the Holder in the Subscription Form by (b) the Purchase
Price then in effect. On any such partial exercise, the Company, at its expense,
will forthwith issue and deliver to or upon the order of the Holder hereof a new
Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may request, the whole
number of Units for which such Warrant may still be exercised.

1.4.     
Company Acknowledgment. The Company will, at the time of the exercise of
the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

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1.5     
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that
the Common Shares purchased upon exercise of this Warrant along with an equal
amount of Warrants respecting the Warrant Shares deemed to be issued to the
Holder hereof as the record owner of such Common Shares and Warrants as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such Units of securities as defined herein shall be
delivered to the Holder. As soon as practicable after the exercise of this
Warrant in full or in part, and in any event within four (4) business days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock and Warrant for Warrant
Shares (or Other Securities) to which such Holder shall be entitled on such
exercise.

2.      Adjustment
for Reorganization, Consolidation, Merger, etc.

2.1.      Reorganization,
Consolidation, Merger, etc. In case at any time or from time to time, the
Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person or (c) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, as a condition to the
consummation of such a transaction, proper and adequate provision shall be made
by the Company whereby the Holder of this Warrant, on the exercise hereof as
provided in Section 1, at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock (or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash) to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 3.

2.2.      Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and
any dissolution following any transfer) referred to in this Section 3, this
Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on the exercise of
this Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as the
case may be, and shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Warrant as provided
in Section 4.

3.      Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a)
subdivide its outstanding shares of Common Stock, or (b) combine its outstanding
shares of the Common Stock into a smaller number of shares of the Common Stock,
then, in each such event, the Purchase Price shall, simultaneously with the
happening of such event, be adjusted by multiplying the then Purchase Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event and the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such
event, and the product so obtained shall thereafter be the Purchase Price then
in effect. The Purchase Price, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events described herein in
this Section 4. The number of Units that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
Units that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of

3

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this Section 4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise.

4.     
Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional Units (or Other Securities) issued or sold or deemed to have been
issued or sold, (b) the number of Units (or Other Securities) outstanding or
deemed to be outstanding, and (c) the Purchase Price and the number of Units to
be received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to the
Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant
to Section 10 hereof).

5.     
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available, solely
for issuance and delivery on the exercise of the Warrants, all shares of Common
Stock respecting the Common Shares and the Warrant Shares (or Other Securities)
from time to time issuable on the exercise of the Warrant. This Warrant entitles
the Holder hereof to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Company's Common
Stock.

6.      Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws,
this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Schedule B attached
hereto (the Transferor Endorsement Form") and together with an opinion of
counsel reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company at its
expense, twice, only, but with payment by the Transferor of any applicable
transfer taxes, will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant.

7.      Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of this
Warrant, the Company at its expense, twice only, will execute and deliver, in
lieu thereof, a new Warrant of like tenor.

8.     
Registration Rights. The Holder of this Warrant has been granted certain
registration rights by the Company. The Issuer agrees to file a US resale
registration statement (the Registration Statement) on the underlying
securities within the Units within four months of closing and that any delay in
filing the Registration Statement or failing to respond to SEC comments on the
Registration Statement within twenty business days of receipt shall be subject
to a penalty of 2% per month. If the Registration Statement has not gone
effective beforehand penalties shall end twelve months after closing.

4

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9.     
Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 4.99% . The restriction described in
this paragraph may be waived, in whole or in part, upon sixty-one (61) days
prior notice from the Holder to the Company. The Holder may allocate which of
the equity of the Company deemed beneficially owned by the Subscriber shall be
included in the 4.99% amount described above and which shall be allocated to the
excess above 4.99% .

10.      Transfer
on the Company's Books. Until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

11.      Notices.
All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:

(i)     
if to the Company to: MEGAWEST ENERGY CORP., 1010-789 West Pender Street,
Vancouver, British Columbia, Canada V6C 1H2, Attn: George Orr, telecopier
number: (604) 606-7980, with an additional copy only by telecopier only to:
George Orr, Suite 1010  789 West Pender, Vancouver, British Columbia, Canada
V6C-1H2, telecopier number: (604) 606-7980, and

(ii)     
if to the Holder, to the address and telecopier number listed on the first
paragraph of this Warrant, with an additional copy by telecopier only to:
______________________________

13.     
Currency. All references to currency herein shall mean the currency of
the United States of America.

5

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14.     
Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Alberta, Canada. Any dispute relating to this Warrant
shall be adjudicated in Alberta, Canada. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

MEGAWEST ENERGY CORP.



By: /s/ Brad
Kitchen                     Name:
Brad
Kitchen                     Title:
Director



Witness:

/s/ signed

6

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Schedule A

FORM OF SUBSCRIPTION (to be signed only on exercise of
Warrant)

TO: MEGAWEST ENERGY CORP.

The undersigned, pursuant to the provisions set forth in the
attached Warrant (FWPO-02-2007), hereby irrevocably elects to purchase (check
applicable box):

___________ Units of the Common Shares and Warrants reflecting
the Warrant Shares covered by such Warrant; or

___ the maximum number of Units covered by such Warrant.

The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Unit, which is
USD$1.00 per Unit. Such payment takes the form of USD$__________ in lawful money
of the United States.

The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to
_____________________________________________________whose address is
_____________________________________________________________________________________                               
_____________________________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the date
of exercise: Less than five percent (5%) of the outstanding Common Stock of
MEGAWEST ENERGY CORP.

The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within
Warrant shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act.

|Dated: ___________________ |                                             
|-------------------------- | --------------------------------------------
|                           | (Signature must conform to name of holder as
|                           | specified on the face of the Warrant)       
|                           |                                             
|                           |                                             
|                           |                                             
|                           | (Address)                                   

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Schedule B

FORM OF TRANSFEROR ENDORSEMENT (To be signed only on
transfer of Warrant)

For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of MEGAWEST ENERGY CORP. to which the within Warrant relates specified
under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of MEGAWEST ENERGY
CORP. with full power of substitution in the premises.

Transferees
    Percentage Transferred
    Number Transferred


|Dated: ______________ , ______________ |                                                             
|-------------------------------------- | ------------------------------------------------------------
|                                       | (Signature must conform to name of holder as
      specified
|                                       | on the face of the warrant)                                 
|                                       |                                                             
|Signed in the presence of:             |                                                             
|                                       |                                                             
|___________________________________    |                                                             
|(Name)                                 |                                                             
|                                       | (address)                                                   
|                                       |                                                             
|ACCEPTED AND AGREED:                   |                                                             
|[TRANSFEREE]                           |                                                             
|                                       | (address)                                                   
|                                       |                                                             
|___________________________________    |                                                             
|(Name)                                 |                                                             

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SCHEDULE C

> FORM OF WARRANT FORMING PART OF THE UNIT COMPRISED
>           IN THIS WARRANT.
>         UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
>           THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [DATE
>           THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING.]

AND

THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO MEGAWEST ENERGY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase _187,500Shares of Common Stock of MEGAWEST ENERGY CORP. (subject to adjustment as
provided herein)

COMMON STOCK PURCHASE WARRANT

|No. FWPO-02-2007 | Issue Date:
      ______________________________________
|---------------- | --------------------------------------------------------

MEGAWEST
ENERGY CORP., a corporation organized under the laws of the province of Alberta,
Canada (the Company), hereby certifies that, for value received,
__________________________________________________________________________________________________________________________________________________________________________
or its assigns (the Holder), is entitled, subject to the terms set forth
below, to purchase from the Company at any time after an event of conversion of
amounts relating to the Unit Agreement (the Issue Date) until 5:00 p.m., E.S.T
on February 28, 2008 (the Expiration Date), up to 187,500 fully paid and
nonassessable shares of Common Stock at a per share purchase price of
USD$1.30The aforedescribed purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the "Purchase Price."
The number and character of such shares of Common Stock and the Purchase Price
are subject to adjustment as provided herein. The Company may reduce the
Purchase Price without the consent of the Holder. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain
Subscription Agreement and Unit Agreement, both dated January 5, 2007, entered
into by the Company and Holder of the Finders Warrants.

As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

(a)      The
term Company shall include MEGAWEST ENERGY CORP. and any corporation which
shall succeed or assume the obligations of MEGAWEST ENERGY CORP. hereunder.

(b)      The
term Common Stock includes (a) the Company's Common Stock, no par value per
share, as authorized on the date of the Subscription Agreement, and (b) any
other securities into which or

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for which any of the securities described in (a) may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.

(c)      The
term Other Securities refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 5 or otherwise.

(d)      The
term Warrant Shares shall mean the Common Stock issuable upon exercise of this
Warrant.

1.      Exercise of Warrant.

1.1.     
Number of Shares Issuable upon Exercise. From and after the Issue Date
through and including the Expiration Date, the Holder hereof shall be entitled
to receive, upon exercise of this Warrant in whole in accordance with the terms
of subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.

1.2.      Full
Exercise. This Warrant may be exercised in full by the Holder hereof by
delivery of an original or facsimile copy of the form of subscription attached
as Exhibit A hereto (the Subscription Form") duly executed by such Holder and
surrender of the original Warrant within four (4) business days of exercise, to
the Company at its principal office or at the office of its Warrant Agent (as
provided hereinafter), accompanied by payment, in cash, wire transfer or by
certified or official bank check payable to the order of the Company, in the
amount obtained by multiplying the number of shares of Common Stock for which
this Warrant is then exercisable by the Purchase Price then in effect.

1.3.     
Partial Exercise. This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.

1.4.      Fair
Market Value. Fair Market Value of a share of Common Stock as of a
particular date (the "Determination Date") shall mean:

(a)      If
the Company's Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC,
then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;

(b)      If
the Company's Common Stock is not traded on an exchange or on the NASDAQ
National Market System, the NASDAQ SmallCap Market or the American Stock
Exchange, Inc., but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;

3

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(c)      Except
as provided in clause (d) below, if the Company's Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided; or

(d)      If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company's charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of all of the Warrants are outstanding at the Determination Date.

1.5.      Company
Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

1.6.      Trustee
for Warrant Holders. In the event that a bank or trust company shall have
been appointed as trustee for the Holder of the Warrants pursuant to Subsection
3.2, such bank or trust company shall have all the powers and duties of a
warrant agent (as hereinafter described) and shall accept, in its own name for
the account of the Company or such successor person as may be entitled thereto,
all amounts otherwise payable to the Company or such successor, as the case may
be, on exercise of this Warrant pursuant to this Section 1.

1.7     
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that
the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within four (4) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

2.      Cashless
Exercise.

(a)     
If a Registration Statement (as defined in the Subscription Agreement)
(Registration Statement) is effective and any other applicable securities laws
allow, the Holder may sell its shares of Common Stock upon exercise hereof
pursuant to the Registration Statement, this Warrant may be exercisable in whole
or in part for cash only as set forth in Section 1 above. If no such
Registration Statement is available during the time that such Registration
Statement is required to be effective pursuant to the terms of the Subscription
Agreement, then payment upon exercise may be made at the option of the Holder
either in (i) cash, wire transfer or by certified or official bank check payable
to the order of the Company equal to the applicable aggregate Purchase Price,
(ii) by delivery of Common Stock issuable upon exercise of the Warrants in
accordance with Section (b) below or (iii) by a

4

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combination of any of the foregoing methods, for the number of
Common Stock specified in such form (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

(b)      If
the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:

X=Y (A-B)
         A

| | Where | X= | the number of shares of Common
      Stock to be issued to the holder                                                                                                                                               
| | ----- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |    |                                                                                                                                                                                                                     
| |       | Y= | the number of shares of Common Stock purchasable under
      the Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being exercised (at the date of such calculation)
| |       |    |                                                                                                                                                                                                                     
| |       | A= | the Fair Market Value of one share of the Companys
      Common Stock (at the date of such calculation)                                                                                                            
| |       |    |                                                                                                                                                                                                                     
| |       | B= | Purchase Price (as adjusted to
      the date of such calculation)                                                                                                                                                  

For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued pursuant to the Unit Agreement.

3.      Adjustment
for Reorganization, Consolidation, Merger, etc.

3.1.     
Reorganization, Consolidation, Merger, etc. In case at any time or from
time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person or (c) transfer all or substantially all of
its properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant, on
the exercise hereof as provided in Section 1, at any time after the consummation
of such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock (or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash) to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.

3.2.     
Dissolution. In the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the Company,
prior to such dissolution, shall at its expense deliver or cause to be delivered
the stock and other securities and property (including cash, where applicable)
receivable by the Holder of the Warrants after the effective date of such
dissolution pursuant to this Section 3 to a bank or trust company (a "Trustee")
having its principal office in New York, NY, as trustee for the Holder of the
Warrants.

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3.3.     
Continuation of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the Other Securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the consummation of the transaction described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.

4.      Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue
additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock,
or (c) combine its outstanding shares of the Common Stock into a smaller number
of shares of the Common Stock, then, in each such event, the Purchase Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 4. The number of
shares of Common Stock that the Holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise.

5.      Certificate
as to Adjustments. In each case of any adjustment or readjustment in the
shares of Common Stock (or Other Securities) issuable on the exercise of the
Warrants, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the Holder of the Warrant and any Warrant Agent
of the Company (appointed pursuant to Section 11 hereof).

6.     
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available, solely
for issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

6

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7.      Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws,
this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Exhibit B attached
hereto (the Transferor Endorsement Form") and together with an opinion of
counsel reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company at its
expense, twice, only, but with payment by the Transferor of any applicable
transfer taxes, will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant.

8.     
Replacement of Warrant. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

9.      Registration
Rights. The Holder of this Warrant has been granted certain registration
rights by the Company. These registration rights are set forth in the
Subscription Agreement. The terms of the Subscription Agreement are incorporated
herein by this reference.

10.     
Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 4.99% . The restriction described in
this paragraph may be waived, in whole or in part, upon sixty-one (61) days
prior notice from the Holder to the Company. The Holder may allocate which of
the equity of the Company deemed beneficially owned by the Subscriber shall be
included in the 4.99% amount described above and which shall be allocated to the
excess above 4.99% .

11.      Transfer
on the Company's Books. Until this Warrant is transferred on the books of
the Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

12.      Notices.
All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day

7

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during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

(i)      if
to the Company to: 1010-789 West Pender Street, Vancouver, British Columbia,
Canada V6C 1H2, Attn: George Orr, telecopier number: (604) 606-7980, with an
additional copy only by telecopier only to: George Orr, Suite 1010  789 West
Pender, Vancouver, British Columbia, Canada V6C-1H2, telecopier number: (604)
606-7980, and

(ii)      if
to the Holder, to the address and telecopier number listed on the first
paragraph of this Warrant, with an additional copy by telecopier only to:
______________________________

13.      Currency.
All references to currency herein shall mean the currency of the United States
of America.

14.      Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be construed and enforced in accordance with and governed by the
laws of Alberta, Canada. Any dispute relating to this Warrant shall be
adjudicated in Alberta, Canada. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision.



IN WITNESS WHEREOF, the Company has executed this Warrant as of
the date first written above.

MEGAWEST ENERGY CORP.



By: _____________________________________________________               Name:
George
Orr                Title:
Director

Witness:

____________________________________

8

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Exhibit A

FORM OF SUBSCRIPTION (to be signed only on exercise of
Warrant)

TO: MEGAWEST ENERGY CORP.

The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box):

___   ________  shares of the Common Stock
covered by such Warrant; or

___ the maximum number of shares of Common Stock covered by
such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Warrant, which
is $___________ . Such payment takes the form of (check applicable box or
boxes):

___ $__________ in lawful money of the United States; and/or

___ the cancellation of such portion of the attached Warrant as
is exercisable for a total of  _______ shares of Common Stock (using a Fair
Market Value of $_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock
as is necessary, in accordance with the formula set forth in Section 2, to
exercise this Warrant with respect to the maximum number of shares of Common
Stock purchasable pursuant to the cashless exercise procedure set forth in
Section 2.

The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to
_____________________________________________________ whose address is
__________________________________________________________________________________________________________________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the date
of exercise: Less than five percent (5%) of the outstanding Common Stock of
MEGAWEST ENERGY CORP.

The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within
Warrant shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act.

|Dated:___________________ |                                             
|------------------------- | --------------------------------------------
|                          | (Signature must conform to name of holder as
|                          | specified on the face of the Warrant)       
|                          |                                             
|                          |                                             
|                          |                                             
|                          | (Address)                                   

9

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Exhibit B

FORM OF TRANSFEROR ENDORSEMENT (To be signed only on
transfer of Warrant)

For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of MEGAWEST ENERGY CORP. to which the within Warrant relates specified
under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of MEGAWEST ENERGY
CORP. with full power of substitution in the premises.

Transferees
    Percentage Transferred
    Number Transferred


|Dated: ______________, ______________ |                                                             
|------------------------------------- | ------------------------------------------------------------
|                                      | (Signature must conform to name of holder as
      specified
|                                      | on the face of the warrant)                                 
|                                      |                                                             
|Signed in the presence of:            |                                                             
|                                      |                                                             
|___________________________________   |                                                             
|(Name)                                |                                                             
|                                      | (address)                                                   
|                                      |                                                             
|ACCEPTED AND AGREED:                  |                                                             
|[TRANSFEREE]                          |                                                             
|                                      | (address)                                                   
|                                      |                                                             
|___________________________________   |                                                             
|(Name)                                |                                                             

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