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MEGAWEST ENERGY CORP. CANADIAN EQUITY INCENTIVE
PLANAmended and Restated June 5, 2008

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TABLE OF CONTENTS

|ARTICLE 1 DEFINITIONS AND INTERPRETATION                                | 1                                                                  
|----------------------------------------------------------------------- | -------------------------------------------------------------------
|1.1                                                                     | Definitions                                                        
|1.2                                                                     | Choice of Law                                                      
|1.3                                                                     | Headings                                                           
|ARTICLE 2 PURPOSE AND PARTICIPATION                                     | 4                                                                  
|2.1                                                                     | Purpose                                                            
|2.2                                                                     | Participation                                                      
|2.3                                                                     | Representation
      of Employee Status                            
|2.4                                                                     | Notification of Award                                              
|2.5                                                                     | Copy of Plan                                                       
|2.6                                                                     | Limitation                                                         
|ARTICLE 3 SHARES
      SUBJECT TO PLAN                                  | 6                                                                  
|3.1                                                                     | Board to Allot Shares                                              
|3.2                                                                     | Number of
      Shares                                             
|3.3                                                                     | Reuse of Shares                                                    
|ARTICLE 4 TERMS
      AND CONDITIONS OF AWARDS                          | 7                                                                  
|4.1                                                                     | In General                                                         
|4.2                                                                     | Term of Award                                                      
|4.3                                                                     | Exercise Price                                                     
|4.4                                                                     | Options                                                            
|4.5                                                                     | SARs                                                               
|4.6                                                                     | Restricted
      Stock Units                                       
|4.7                                                                     | Performance Awards                                                 
|4.8                                                                     | Other Awards                                                       
|4.9                                                                     | Tandem Awards                                                      
|4.10                                                                    | Vesting                                                            
|4.11                                                                    | Assignment of Awards                                               
|ARTICLE 5
      EXERCISE OR CONVERSION OF INCENTIVE                     | 10                                                                 
|5.1                                                                     | In General                                                         
|5.2                                                                     | Exercise of
      Option                                           
|5.3                                                                     | SARs                                                               
|5.4                                                                     | Issuance of
      Shares; Securities Regulation and Tax Withholding
|ARTICLE 6
      CAPITAL ADJUSTMENTS, MERGER, LIQUIDATION OR ARRANGEMENT | 14                                                                 
|6.1                                                                     | Adjustments
      upon Changes in Capitalization                   
|6.2                                                                     | Merger, Liquidation or Arrangement                                 
|6.3                                                                     | Receipt of
      Exchange Shares                                   
|6.4                                                                     | Fractional Shares                                                  
|6.5                                                                     | Decision of
      Board; Discretion                                
|ARTICLE 7 ADMINISTRATION                                                | 15                                                                 
|7.1                                                                     | Administration                                                     

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|7.2                                       | Interpretation                | 15
|----------------------------------------- | ----------------------------- | --
|ARTICLE
      8 AMENDMENT AND TERMINATION | 16                           
|8.1                                       | Prospective
      Amendment   | 16
|8.2                                       | Retrospective
      Amendment | 16
|8.3                                       | Termination                   | 16
|8.4                                       | Agreement                     | 17

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MEGAWEST ENERGY CORP. CANADIAN EQUITY INCENTIVE PLAN

ARTICLE 1 DEFINITIONS AND INTERPRETATION

|1.1 | Definitions
|--- | -----------

As used herein, unless anything in the subject matter or
context is inconsistent therewith, the following terms shall have the meanings
set forth below:

| | (a) | Administrator means, initially, the Vice President
      Finance & Controller of the Company and thereafter shall mean such
      director or other senior officer or employee of the Company as may be
      designated as Administrator by the Board from time to time;                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | Affiliate has the meaning prescribed in the Business
      Corporations Act(Alberta) as amended from time to time;                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | Applicable Laws means all legal requirements relating
      to the administration of equity incentive plans and the issuance and
      distribution of Shares, if any, under applicable corporate laws,
      applicable securities laws, the Income Tax Act(Canada), the rules
      of any applicable stock exchange or stock quotation system on which the
      Shares may be listed, and the rules of any foreign jurisdiction applicable
      to Incentives granted to residents therein;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | Associate has the meaning prescribed in the
      Securities Act(Alberta) as amended from time to time;                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e) | Award means the grant of any Option, SAR, Restricted
      Stock Units, Performance Award, or Other Award whether granted singly or
      in combination or in tandem (each individually referred to herein as an
      Incentive);                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | Award Agreement means a written agreement between a
      Participant and the Company which sets out the terms of the grant of an
      Award (for purposes of an Option, the Option Certificate shall serve as
      the Award Agreement);                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | Award Date means the date on which the Board grants and
      announces a particular Incentive;                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | Board means the board of directors of the
    Company;                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | Change of Control means, in respect of the Company, the
      occurrence of any of:                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |     |                                                                                                                                                                                                                                                          | such persons acting jointly or in concert (collectively,
      the Subject Persons) beneficially own or exercise control or direction
      over Shares and/or Convertible Securities such that, after the conversion
      of the Convertible Securities beneficially owned by the Subject Persons,
      the Subject Persons would have the right to cast more than 50% of the
      votes attached to all Shares; provided that, the acquisition of Shares or
      Convertible Securities pursuant to the issuance of securities from
      treasury which results in a Subject Person, or Subject Persons,
      beneficially owning or exercising control or direction over 50% of the
      votes attached to all Shares (assuming the conversion of the Convertible
      Securities beneficially owned by Subject Persons) where the Board
      continues to be supportive of the direction of the Company under the
      management of the Chief Executive Officer, shall not constitute a Change
      of Control; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                     | approval by the shareholders of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                          | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                          | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                          | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                          | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                          | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | Company means Megawest Energy Corp., formerly Brockton
      Capital Corp., or any affiliate (as defined under the Business
      Corporations Act(Alberta));                                                                                       
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | Director means any individual holding the office of
      director or senior officer of the Company;                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) | Employee means any individual regularly employed on a
      full-time or part-time basis by the Company or other persons who perform
      management or consulting services or investor relations services for the
      Company on an ongoing basis;

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| | (m) | Exercise Notice means the notice representing the
      exercise of an Option, in the form set out as Schedule B hereto, duly
      executed by the Holder, or the notice representing the exercise of a SAR,
      in the form approved by the Company;                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (n) | Exercise Period means the period set forth in the Award
      Agreement during which one or more Incentives granted under an Award may
      be exercised and is the period from and including the Award Date through
      to and including the Expiry Date;                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (o) | Exercise Price means the price at which an Option or
      SAR may be exercised as determined in accordance with Section
  4.3;                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (p) | Expiry Date means the date after which a particular
      Incentive cannot be exercised;                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (q) | Incentive is defined in Section 1.1(e)
hereof;                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (r) | Option means an option to acquire Shares, awarded to a
      Participant pursuant to the Plan;                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (s) | Option Certificate means the certificate, substantially
      in the form set out as Schedule A hereto, evidencing an Option;                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (t) | Participant means a Director or Employee of the Company
      to whom an Award is granted under this Plan;                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (u) | Performance Award means an Award hereunder of cash,
      Shares, units or rights based upon, payable in, or otherwise related to,
      Shares pursuant to the Plan;                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (v) | Personal Representative means:                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (w) | Plan means this Megawest Energy Corp. Equity Incentive
      Plan for Canadian Directors and Employees;                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (x) | Restricted Stock Units means rights awarded to
      Participants pursuant to the Plan, which are convertible into Shares at
      such time as such units are no longer subject to restrictions as
      established by the Board;                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (y) | SAR or Stock Appreciation Right means the right to
      receive an amount, in cash and/or Shares, equal to the excess of the fair
      market value of a specified number of Shares as of the date the SAR is
      exercised (or, as provided in the Award Agreement, converted) over the
      Exercise Price for such Shares;

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| | (z) | Share or Shares means, as the case may be, one or
      more common shares without par value in the capital of the
  Company;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

|1.2 | Choice of Law
|--- | -------------

The Plan is established under and the provisions of the Plan
shall be interpreted and construed in accordance with the laws of the Province
of Alberta and the federal laws applicable therein.

|1.3 | Headings
|--- | --------

The headings used herein are for convenience only and are not
to affect the interpretation of the Plan.

ARTICLE 2PURPOSE AND PARTICIPATION

|2.1 | Purpose
|--- | -------

The purpose of the Plan is to provide the Company with a
share-related mechanism to attract, retain and motivate qualified Directors and
Employees who make valuable contributions toward the long term goals of the
Company and to enable and encourage such Participants to acquire a proprietary
interest in the Company through the granting of Options, SARs, Restricted Stock
Units, Performance Awards, or other share-related awards.

|2.2 | Participation
|--- | -------------

The Board shall, from time to time, in its sole discretion,
determine those Directors and Employees, if any, to whom Incentives are to be
awarded. Except as required by this Plan, Awards granted at different times need
not contain similar provisions. The Boards determinations under the Plan
(including without limitation determinations of which Directors or Employees, if
any, are to receive Awards, the form, amount and timing of such Awards, the
terms and provisions of such Awards and the agreements evidencing same) need not
be uniform and may be made by it selectively among the Directors or Employees
who receive, or are eligible to receive, Awards under the Plan.

If the Board elects to award an Option to a Director, the Board
shall, in its sole discretion but subject to Section 3.2, determine the number
of Shares to be acquired on the exercise of such Option. If the Board elects to
award an Option to an Employee, the Board shall, in its sole discretion but
subject to Section 3.2, determine, the number of Shares to be acquired on the
exercise of such Option, and in so doing the Board may take into account the
following criteria:

| | (a) | the annual salary of the Employee as at the Award Date in
      relation to the total annual salaries payable by the Company to all of its
      Employees as at the Award Date;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                 
| | (b) | the length of time that the Employee has been employed by
      the Company; and                                                                                                
| |     |                                                                                                                                                                                 
| | (c) | the quality of work performed by the
  Employee.                                                                                                                                

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- 5 -

|2.3 | Representation of Employee Status
|--- | ---------------------------------

In awarding an Incentive to an Employee, the Board shall
represent, on behalf of the Company that the Employee is either:

| | (a) | a bona fide employee of the Company, being:                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                        
| | (b) | a bona fide consultant, being in relation to the Company,
      an individual (or a company of which the consultant is an employee or
      shareholder, or a partnership of which the consultant is an employee or
      partner) who:
| |     |                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                        
| |     | (iv)                                                                                                                                                                                                                                   

|2.4 | Notification of Award
|--- | ---------------------

Following the approval by the Board of the awarding of an
Award, the Administrator shall notify the Participant in writing of the Award
and, if granted an Option, shall enclose with such notice the Option Certificate
representing the Option so awarded.

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- 6 -

|2.5 | Copy of Plan
|--- | ------------

Each Participant, concurrently with the delivery of the notice
of the Award made pursuant to Section 2.4, shall be provided with notice as to
where a copy and any future amendments of this Plan may be viewed.

|2.6 | Limitation
|--- | ----------

The Plan does not give any Participant that is a Director the
right to serve or continue to serve as a Director of the Company nor does it
give any Participant that is an Employee the right to be or to continue to be
employed by the Company.

ARTICLE 3SHARES SUBJECT TO PLAN

|3.1 | Board to Allot Shares
|--- | ---------------------

The Shares to be issued to Participants upon the exercise of
Incentives shall be allotted and authorized for issuance by the Board prior to
the exercise thereof.

|3.2 | Number of Shares
|--- | ----------------

The total number of Shares that may be issued upon the exercise
of Incentives shall not exceed: (a) 10% of the total number of Shares issued and
outstanding from time to time; (b) less the total number of Shares that may be
issued pursuant to Awards granted under the U.S. Equity Incentive Plan dated of
even date herewith for U.S. based employees; and (c) less the total number of
Shares that may be issued upon the exercise of options otherwise granted by the
Company.

The Company may not grant Incentives to any person and that
persons Associates that will in the aggregate, when exercised, exceed, in any
12 month period, five percent (5%) of the issued and outstanding Shares of the
Company. Notwithstanding anything contained elsewhere herein, a consultant
providing investor relations services shall not be eligible to receive awards
covering more than two percent (2%) of the Companys issued and outstanding
Shares, with a vesting of one quarter (1/4) every three (3) months. No
consultant providing services other than investor relations services shall
receive options to acquire more than two percent (2%) of the issued and
outstanding Shares.

Shares to be issued may be made available from authorized but
unissued common stock or Shares held by the Company in its treasury. During the
term of this Plan, the Company will at all times reserve and keep available the
number of Shares that shall be sufficient to satisfy the requirements of this
Plan.

|3.3 | Reissuance of Awards
|--- | --------------------

To the extent that any Award under this Plan shall be
forfeited, shall expire or be cancelled, in whole or in part, then the number of
Shares covered by the Award so forfeited, expired or cancelled may again be
awarded pursuant to the provisions of this Plan. Awards that may be satisfied
either by the issuance of Shares or by cash or other consideration shall be
counted

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- 7 -

against the maximum number of Shares that may be issued under
this Plan only during the period that the Award is outstanding or to the extent
the Award is ultimately satisfied by the issuance of Shares. Awards will not
reduce the number of Shares that may be issued pursuant to this Plan if the
settlement of the Award will not require the issuance of Shares, as, for
example, a SAR that can be satisfied only by the payment of cash.

ARTICLE 4TERMS AND CONDITIONS OF AWARDS

|4.1 | In General
|--- | ----------

The grant of an Award shall be authorized by the Board and
shall be evidenced by an Award Agreement setting forth the Incentive or
Incentives being granted, the total number of Shares subject to the
Incentive(s), the Exercise Price (if applicable), the Exercise Period, the Award
Date, and such other terms, provisions, limitations, and performance objectives,
as are approved by the Board, but not inconsistent with the Plan. The Company
shall execute an Award Agreement with the Participant after the Board approves
the issuance of an Award. The grant of an Award to a Participant shall not be
deemed either to entitle the Participant to, or to disqualify the Participant
from, receipt of any other Award under the Plan.

|4.2 | Term of Award
|--- | -------------

At the time of the grant of an Award, the Board shall designate
the Expiry Date of an Award, provided that the Expiry Date of an Award shall be
the earlier of the date so fixed by the Board at the time the Award is awarded
and the date established, if applicable, in paragraphs (a) to (c) below and
shall be subject to the restrictions of any stock exchange that the Shares of
the Company trade upon:

| | (a) | Death                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | In the event that the Participant should die while he or
      she is still a Director (if he or she holds his or her Award as Director)
      or Employee (if he or she holds his or her Award as Employee), the Expiry
      Date shall be one (1) year from the date of death of the Participant;
      or                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | Ceasing to Hold Office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | In the event that the Participant holds his or her Award
      as Director of the Company and such Participant ceases to be a Director of
      the Company other than by reason of death, the Expiry Date of the Award
      shall be the 30th day following the date the Participant ceases to be a
      Director of the Company unless the Participant ceases to be a Director of
      the Company but continues to be engaged by the Company as an Employee, in
      which case the Expiry Date shall remain unchanged, or unless the
      Participant ceases to be a Director of the Company as a result
  of:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | by the corporate laws in any other jurisdiction under
      which the Company is continued or amalgamated; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | by order of the Alberta Securities Commission or any
      regulatory body having jurisdiction to so order,  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| |     | in which case the Expiry Date shall be the date the
      Participant ceases to be a Director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| | (c) | Ceasing to be Employed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| |     | In the event that the Participant holds his or her Award
      as an Employee of the Company and such Participant ceases to be an
      Employee of the Company other than by reason of death, or if the Employee
      is a party providing investor relations services or management or
      consulting services to the Company and ceases to continue providing such
      services to the Company, the Expiry Date of the Award shall be the 30th
      day following the date the Participant ceases to be an Employee of the
      Company or ceases to continue providing such investor relations,
      management and consulting services to the Company unless the Participant
      ceases to be an Employee of the Company or ceases to continue providing
      such services to the Company as a result of:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | termination for cause; or                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | by order of the Alberta Securities Commission or any
      regulatory body having jurisdiction to so order,  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                              
| |     | in which case the Expiry Date shall be the date the
      Participant ceases to be an Employee of the Company or ceases to continue
      providing such services. Notwithstanding any other provision hereof, the
      Expiry Date of one or more outstanding Awards may be extended up to ninety
      days (90) by the Administrator or the Board, in the absence of such, at
      such times as it shall determine in its sole
discretion.                                                                                                                                                                                                                                                                                                                                                                          

|4.3 | Exercise Price
|--- | --------------

The Exercise Price shall be that price per share, as determined
by the Board, in its sole discretion subject to the restrictions of any stock
exchange the Shares Company may trade upon, and announced as of the Award Date,
at which a Director or Employee may purchase a Share upon the exercise of an
Option, or with respect to a SAR, the price at which a SAR may be exercised (or
converted into a Share). The Exercise Price for any Share subject to an Option
may be equal to or greater than the fair market value of the Share on the Award
Date.

|4.4 | Options
|--- | -------

The Board may grant Options to any Participant, either as a
separate Award or in connection with a SAR, under such terms and conditions as
shall be established by the Board and not

---

- 9 -

otherwise inconsistent with the Plan. The Exercise Price for
any Share subject to an Option may be equal to or greater than the fair market
value of the Share on the Award Date.

|4.5 | SARs
|--- | ----

The Board may grant SARs to any Participant, either as a
separate Award or in connection with an Option under such terms and conditions
as shall be established by the Board and not otherwise inconsistent with the
Plan. The grant of the SAR may provide that the holder may be paid for the value
of the SAR either in cash or in Shares, or a combination thereof. With respect
to the exercise of a SAR payable in Shares, the holder shall receive that number
of whole Shares of the Company having an aggregate fair market value on the date
of exercise equal to the value obtained by multiplying (i) the difference
between the fair market value of a Share on the date of exercise, determined by
the Board, in its sole discretion, over the Exercise Price as set forth in such
SAR (or other value specified in the agreement granting the SAR), by (ii) the
number of Shares as to which the SAR is exercised, with a cash settlement to be
made for any fractional Shares. The Exercise Price for any Share subject to a
SAR may be equal to or greater than the fair market value of the Share on the
Award Date. The Board, in its sole discretion, may place a ceiling on the amount
payable upon exercise of a SAR, but any such limitation shall be specified at
the time that the SAR is granted.

|4.6 | Restricted Stock Units
|--- | ----------------------

Restricted Stock Units may be awarded or sold to any
Participant under such terms and conditions as shall be established by the Board
and not otherwise inconsistent with the Plan. The grant of the Restricted Stock
Units may provide that the holder may be paid for the value of the Restricted
Stock Unit either in cash or in Shares, or a combination thereof. Restricted
Stock Units shall be subject to such restrictions as the Board determines,
including, without limitation, (a) a prohibition against sale, assignment,
transfer, pledge, hypothecation or other encumbrance for a specified period; or
(b) a requirement that the holder forfeit (or in the case of Shares or units
sold to the Participant, resell to the Company at cost) such Shares or units in
the event such Participant ceases to serve as a Director or Employee of the
Company during the period of restriction.

|4.7 | Performance Awards
|--- | ------------------

The Board may grant Performance Awards to one or more
Participants, including Shares in lieu of a cash performance bonus, under such
terms and conditions as shall be established by the Board and not otherwise
inconsistent with the Plan or Applicable Law. The terms and conditions of
Performance Awards shall be specified at the time of the grant and may include
provisions establishing the performance period, the applicable performance goals
to be achieved during a performance period, and the maximum or minimum
settlement values. If the Performance Award is to be in Shares, the Performance
Awards may provide for the issuance of the Shares at the time of the grant of
the Performance Award or at the time of the certification by the Board that the
performance goals for the performance period have been met. Performance Awards
may be paid in cash, Shares, or other consideration, or any combination thereof.
If payable in Shares, the consideration for the issuance of such Shares may be
the achievement of the performance objective established at the time of the
grant of the Performance Award. Performance Awards

---

- 10 -

may be payable in a single payment or in installments and may
be payable at a specified date or dates or upon attaining the performance
objective. The extent to which any applicable performance objective has been
achieved shall be conclusively determined by the Board.

|4.8 | Other Awards
|--- | ------------

The Board may grant to any Participant other forms of Awards,
based upon, payable in, or otherwise related to, in whole or in part, Shares, if
the Board determines that such other form of Award is consistent with the
purpose and restrictions of this Plan. The terms and conditions of such other
form of Award shall be specified by the grant. Such Other Awards may be granted
for no cash consideration, for such minimum consideration as may be required by
applicable law, or for such other consideration as may be specified by the
grant.

|4.9 | Tandem Awards
|--- | -------------

The Board may grant two or more Incentives in one Award in the
form of a tandem Award, so that the right of the Participant to exercise one
Incentive shall be cancelled if, and to the extent, the other Incentive is
exercised. For example, if an Option and a SAR are issued in a tandem Award, and
the Participant exercises the SAR with respect to 100 Shares, the right of the
Participant to exercise the related Option shall be cancelled to the extent of
100 Shares.

|4.10 | Vesting
|---- | -------

| | (a) | General
| | --- | -------

Awards granted pursuant to the Plan may contain conditions
relating to the vesting of the Award (and, with respect to Options and SARs, the
right to exercise the Award), which shall provide that the Award shall not be
vested (or exercisable, if applicable) any earlier than certain specified times
subsequent to its Award Date, or until the occurrence of one or more specified
events, subject in any case to the terms of the Plan. The Award Agreement shall
disclose any vesting conditions.

| | (b) | Acceleration of Vesting
| | --- | -----------------------

Upon the occurrence of a Change of Control of the Company, all
unexpired and unvested Incentives shall immediately vest in full, and, with
respect to Options and SARs, shall be exercisable in full. Notwithstanding any
other provision hereof, the vesting of one or more outstanding Incentives may be
accelerated by the Board, in the absence of such, at such times and in such
amounts as it shall determine in its sole discretion.

|4.11 | Assignment of Awards
|---- | --------------------

Awards may not be assigned or transferred, provided however
that the Personal Representative of a Participant may, to the extent permitted
by Sections 5.1 and 5.2, exercise the Incentive within the Exercise Period.

ARTICLE 5EXERCISE OR CONVERSION OF INCENTIVE

---

- 11 -

|5.1 | In General
|--- | ----------

A vested Incentive may be exercised or converted, during its
Exercise Period, subject to limitations and restrictions set forth in the Award
Agreement.

|5.2 | Exercise of Option
|--- | ------------------

| | (a) | In General. An Option may be exercised only
      by the Participant or the Personal Representative of the Participant. A
      Participant or the Personal Representative of any Participant may exercise
      an Option in whole or in part at any time or from time to time during the
      Exercise Period up to 5:00 p.m. local time in Calgary, Alberta on the
      Expiry Date by delivering to the Administrator an Exercise Notice, the
      applicable Option Certificate and a certified cheque or bank draft payable
      to the Company in an amount equal to the aggregate Exercise Price of the
      Shares to be purchased pursuant to the exercise of the Option. Any Option
      or part thereof not exercised within the Exercise Period shall terminate
      and become null, void and of no effect on the Expiry Date. With respect to
      the exercise of part of an Option, the Board may at any time and from time
      to time fix a minimum or maximum number of Shares in respect of which a
      Participant may exercise part of any Option held by such
    Participant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | Payment upon Exercise. Upon the exercise of
      any Option, the aggregate Exercise Price shall be paid to the Company in
      cash or by certified or cashier's check. In addition, if pre-approved in
      writing by the Administrator who may arbitrarily withhold consent, the
      Participant may pay for all or any portion of the aggregate Exercise Price
      by complying with one or more of the following alternatives:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|5.3 | SARs
|--- | ----

| | (a) | In General. A SAR may be exercised only by
      the Participant or the Personal Representative of the Participant. A
      Participant or the Personal Representative of the Participant may exercise
      a SAR in whole or in part at any time or from time to time during the
      Exercise Period up to 5:00 p.m. local time in Calgary, Alberta on the
      Expiry Date by delivering to the Administrator an Exercise Notice and the
      applicable Award Agreement. Any SAR or part thereof not exercised within
      the Exercise Period shall terminate and become null, void and of no
      effect. With respect to the exercise of part of a SAR, the Board may at
      any time and from time to time fix a minimum or maximum number of Shares
      in respect of which a Participant may exercise part of any SAR held by
      such Participant.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 12 -

| | (b) | Exercise. The Participant shall receive
      from the Company in exchange therefor in the discretion of the Committee,
      and subject to the terms of the Award Agreement:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| |     | (i)                                                                                                                                                                           
| |     |                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                          
| |     |                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                         
| |     |                                                                                                                                                                               
| |     | The distribution of any cash or Shares pursuant to the
      foregoing sentence shall be made at such time as set forth in the Award
      Agreement.                         

|5.4 | Issuance of Shares; Securities Regulation
      and Tax Withholding
|--- | -------------------------------------------------------------------

| | (a) | Issue of Share Certificates. As soon as
      practicable following the receipt of the Exercise Notice, the
      Administrator shall cause to be delivered to the Participant a certificate
      for the Shares so purchased or acquired. If the number of Shares so
      purchased or acquired is less than the number of Shares subject to the
      Award Agreement (or Option Certificate) surrendered, the Administrator
      shall forward a new Award Agreement (or Option Certificate) to the
      Participant concurrently with delivery of the aforesaid share certificate
      for the balance of Shares available under the Award.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Condition of Issue. The issue of Shares by
      the Company pursuant to the exercise of an Incentive is subject to the
      Plan and compliance with the Applicable Laws. The Participant agrees to
      comply with all such Applicable Laws and agrees to furnish to the Company
      any information, report and/or undertakings required to comply with and to
      fully cooperate with the Company in complying with such Applicable
      Laws.                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | Securities Regulation and Tax
      Withholding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

- 13 -

| |       | The inability of the Company to obtain from any
      regulatory body the authority deemed by the Company to be necessary for
      the lawful issuance and sale of any Shares under this Plan, or the
      unavailability of an exemption from prospectus and registration
      requirements for the issuance and sale of any Shares under the Plan, shall
      relieve the Company of any liability with respect to the non-issuance or
      sale of such Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)  | As a condition to the exercise of an Incentive, the
      Administrator may require the Participant to represent and warrant in
      writing at the time of such exercise that the Shares are being purchased
      or acquired only for investment and without any then-present intention to
      sell or distribute such Shares. If necessary under Applicable Laws, the
      Administrator may cause a stop-transfer order against such Shares to be
      placed on the stock books and records of the Company, and a legend
      indicating that the Shares may not be pledged, sold or otherwise
      transferred unless an opinion of counsel is provided stating that such
      transfer is not in violation of any Applicable Laws, may be stamped on the
      certificates representing such Shares in order to assure an exemption from
      registration. The Administrator also may require such other documentation
      as may from time to time be necessary to comply with applicable securities
      laws. THE COMPANY HAS NO OBLIGATION TO UNDERTAKE REGISTRATION IN THE
      UNITED STATES OF OPTIONS, SHARES OR THE SHARES ISSUABLE UPON THE EXERCISE
      OF OPTIONS.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | The Participant shall pay to the Company by certified or
      cashier's check, promptly upon exercise of an Incentive or, if later, the
      date that the amount of such obligations becomes determinable, all
      applicable federal, provincial, local and foreign withholding taxes that
      the Administrator, in its discretion, determines to result upon exercise
      of an Incentive or from a transfer or other disposition of Shares acquired
      upon exercise of an Incentive or otherwise related to an Incentive or
      Shares acquired in connection with an Incentive. Upon approval of the
      Administrator, a Participant may satisfy such obligation by complying with
      one or more of the following alternatives selected by the
      Administrator:                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

- 14 -

| | (iv) | The issuance, transfer or delivery of certificates
      representing Shares pursuant to the exercise of Incentives may be delayed,
      at the discretion of the Administrator, until the Administrator is
      satisfied that the applicable requirements of all Applicable Laws and the
      withholding provisions of the Income Tax Act(Canada) have been met
      and that the Participant has paid or otherwise satisfied any withholding
      tax obligation as described in Section 5.4(c)(iii)
above.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 6CAPITAL ADJUSTMENTS, MERGER, LIQUIDATION
OR ARRANGEMENT

|6.1 | Adjustments upon Changes in
      Capitalization
|--- | ------------------------------------------------

The aggregate number and class of Shares for which Awards may
be granted under this Plan and the number and class of Shares covered by each
outstanding Award, shall all be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from:

| | (a) | a subdivision or consolidation of Shares or any like
      capital adjustment, or                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | the issuance of any Shares, or securities exchangeable
      for or convertible into Shares, to the holders of all or substantially all
      of the outstanding Shares by way of a stock dividend (other than the issue
      of Shares, or securities exchangeable for or convertible into Shares, to
      holders of Shares pursuant to their exercise of options to receive
      dividends in the form of Shares, or securities convertible into Shares, in
      lieu of dividends paid in the ordinary course on the
  Shares).

|6.2 | Merger, Liquidation or Arrangement
|--- | ----------------------------------

Except as provided in Section 6.3 hereof, upon a merger (other
than a merger of the Company in which the holders of Shares immediately prior to
the merger have the same proportionate ownership of common shares in the
surviving corporation immediately after the merger), consolidation, acquisition
of property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding Company) or liquidation of the
Company, as a result of which the shareholders of the Company, receive cash,
shares or other property in exchange for or in connection with their Shares, any
Awards granted hereunder shall terminate, but the Participant shall have the
right to exercise any such Option held immediately prior to any such merger,
consolidation, acquisition of property or shares, separation, reorganization or
liquidation, and be treated as a shareholder of record for the purposes thereof,
to the extent the vesting requirements set forth in the Option Certificate have
been satisfied (or accelerated pursuant to Section 4.10(b) hereof).

|6.3 | Receipt of Exchange Shares
|--- | --------------------------

If the shareholders of the Company receive shares in the
capital of another corporation (Exchange Shares) in exchange for their Shares
in any transaction involving a merger (other than a merger of the Company in
which the holders of Shares immediately prior to the merger have the same
proportionate ownership of Shares in the surviving corporation immediately after
the merger), consolidation, acquisition of property or shares, separation or
reorganization (other

---

- 15 -

than a mere re-incorporation or the creation of a holding
Company), all Options granted hereunder shall be converted into options to
purchase Exchange Shares unless the Company and the corporation issuing the
Exchange Shares, in their sole discretion, determine that any or all such
Options granted hereunder shall not be converted into options to purchase
Exchange Shares but instead shall terminate in accordance with, and subject to
the Participants right to exercise the Options pursuant to, the provisions of
Section 6.2. The amount and price of converted options shall be determined by
adjusting the amount and price of the Options granted hereunder in the same
proportion as used for determining the number of Exchange Shares the holders of
the Shares receive in such merger, consolidation, acquisition or property or
stock, separation or reorganization. Unless accelerated by the Board, the
vesting schedule set forth in the option agreement shall continue to apply to
the options granted for the Exchange Shares.

|6.4 | Fractional Shares
|--- | -----------------

In the event of any adjustment in the number of Shares covered
by any Award, any fractional Shares resulting from such adjustment shall be
disregarded and each such Award shall cover only the number of full Shares
resulting from such adjustment.

|6.5 | Decision of Board; Discretion
|--- | -----------------------------

All adjustments pursuant to this Section 6.5 shall be made by
the Board or its designees or the Administrator, and its determination as to
what adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive. The grant of an Award shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or dissolve,
to liquidate or to sell or transfer all or any part of its business or assets.

ARTICLE 7 ADMINISTRATION

|7.1 | Administration
|--- | --------------

The Plan shall be administered by the Administrator on the
instructions of the Board. The Board may make, amend and repeal at any time and
from time to time such regulations not inconsistent with the Plan as it may deem
necessary or advisable for the proper administration and operation of the Plan
and such regulations shall form part of the Plan. The Board may delegate to the
Administrator or any Director, officer or employee of the Company such
administrative duties and powers as it may see fit.

|7.2 | Interpretation
|--- | --------------

The interpretation by the Board of any of the provisions of the
Plan and any determination by it pursuant thereto shall be final and conclusive
and shall not be subject to any dispute by any Participant. No member of the
Board or any person acting pursuant to authority delegated by it hereunder shall
be liable for any action or determination in connection with the Plan made or
taken in good faith and each member of the Board and each such person shall be
entitled to indemnification with respect to any such action or determination in
the manner provided for by the Company.

---

- 16 -

Without limiting the generality of the foregoing and subject to
the provisions of the Plan and any Applicable Laws, and with a view to effecting
the purpose of the Plan, the Board and its designees shall have sole authority,
in their absolute discretion, to:

| | (a) | construe and interpret the Plan;                                                                                                                                              
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| | (b) | define the terms used in the Plan;                                                                                                                                            
| |     |                                                                                                                                                                               
| | (c) | prescribe, amend and rescind the rules and regulations
      relating to the Plan;                                                                                            
| |     |                                                                                                                                                                               
| | (d) | correct any defect, supply any omission or reconcile any
      inconsistency in this Plan;                                                                                    
| |     |                                                                                                                                                                               
| | (e) | grant Awards under the Plan;                                                                                                                                                  
| |     |                                                                                                                                                                               
| | (f) | determine the individuals to whom Awards shall be granted
      under the Plan;                                                                                               
| |     |                                                                                                                                                                               
| | (g) | determine the time or times at which Awards shall be
      granted under the Plan;                                                                                            
| |     |                                                                                                                                                                               
| | (h) | determine the number and type of Incentives subject to
      each Award, the duration of each Incentive, and the times at which each
      Incentive shall become exercisable;
| |     |                                                                                                                                                                               
| | (i) | determine all other terms and conditions of the Awards;
      and                                                                                                             
| |     |                                                                                                                                                                               
| | (j) | make all other determinations and interpretations
      necessary and advisable for the administration of the
  Plan.                                                         

ARTICLE 8AMENDMENT AND TERMINATION

|8.1 | Prospective Amendment
|--- | ---------------------

The Board may from time to time amend the Plan, subject to the
approval of the Companys shareholders, if required by applicable regulatory
policy, and the terms and conditions of any Incentive thereafter to be granted
and, without limiting the generality of the foregoing, may make such amendment
for the purpose of meeting any changes in any relevant law, rule or regulation
applicable to the Plan, any Award or the Shares or for any other purpose which
may be permitted by all relevant laws, rules and regulations provided always
that any such amendment shall not alter the terms or conditions of any Award or
impair any right of any Participant pursuant to any Award awarded prior to such
amendment.

|8.2 | Retrospective Amendment
|--- | -----------------------

The Board may from time to time retrospectively amend the Plan,
subject to the approval of the Companys shareholders, if required by applicable
regulatory policy, and with the consent of the affected Participants,
retrospectively amend the terms and conditions of any Awards which have been
previously granted.

|8.3 | Termination
|--- | -----------

---

- 17 -

The Board may terminate the Plan at any time provided that such
termination shall not alter the terms or conditions of any Award or impair any
right of any Participant pursuant to any Award granted prior to the date of such
termination and notwithstanding such termination, the Company, Awards,
Participants, and Shares shall continue to be governed by the provisions of the
Plan.

|8.4 | Agreement
|--- | ---------

The Company and every person to whom an Award is granted
hereunder shall be bound by and subject to the terms and conditions of the Plan
and the applicable Award Agreement.

---

SCHEDULE A

MEGAWEST ENERGY CORP.

CANADIAN EQUITY INCENTIVE PLAN

OPTION CERTIFICATE

|This Certificate is issued pursuant to the provisions of
      the Megawest Energy Corp. Canadian Equity Incentive Plan (the Plan) and
      evidences that ______________ is the holder of an option (the Option) to
      purchase up to _____________ common shares (the Shares) in the capital
      stock of the Company at a purchase price of $ __________ per Share.
      Subject to the provisions of the Plan:
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | the Award Date of this Option is ____________________;
      and
| | --- | ----------------------------------------------------------------
| |     |                                                                 
| | (b) | the Expiry Date of this Option is
      ____________________.   

The right to purchase shares under the Option will vest in the
holder in increments over the term of the Option as follows:

Date
    Cumulative Number of Shares which may be Purchased


|This Option may be exercised in accordance with its terms
      at any time and from time to time from and including the Award Date
      through to and including up to 5:00 local time in Calgary, Alberta on the
      Expiry Date, by delivery to the Administrator of the Plan an Exercise
      Notice, in the form provided in the Plan, together with this Certificate
      and a certified cheque or bank draft payable to Megawest Energy Corp. in
      an amount equal to the aggregate of the Exercise Price of the Shares in
      respect of which this Option is being exercised.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|This Certificate and the Option evidenced hereby is not
      assignable, transferable or negotiable and is subject to the detailed
      terms and conditions contained in the Plan. This Certificate is issued for
      convenience only and in the case of any dispute with regard to any matter
      in respect hereof, the provisions of the Plan and the records of the
      Company shall prevail.                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The foregoing Option has been awarded this day of
      _______________________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | MEGAWEST ENERGY
      CORP.
| | ---------------------------
| |                            
| | Per:                       

---

SCHEDULE BEXERCISE NOTICE

|TO: | The Administrator, Canadian Equity Incentive
      Plan
|--- | -------------------------------------------------------
|    | MEGAWEST ENERGY CORP.                                  
|    | Suite 800, 926  5thAve SW                             
|    | Calgary, Alberta                                       
|    | T2P 0N7                                                

|1. | Exercise of Option
|-- | ------------------

The undersigned hereby irrevocably gives notice, pursuant to
the Megawest Energy Corp. Canadian Equity Incentive Plan (the Plan), of the
exercise of the Option to acquire and hereby subscribes for (cross out
inapplicable item):

| | (a) | all of the Shares; or                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------
| | (b) | of the Shares which are
      the subject of the Option Certificate attached hereto.Calculation of total Exercise Price:
| |     | (i)                                                                                                                     
| |     | (ii)                                                                                                                    
| |     |                                                                                                                         

The undersigned tenders herewith a cheque or bank draft (circle
one) in the amount of $ ____________ , payable to Megawest Energy Corp. in an
amount equal to the Total Exercise Price of the Shares, as calculated above, and
directs the Company to issue the share certificate evidencing the Shares in the
name of the undersigned to be mailed, to the undersigned at the following
address:

All capitalized terms, unless otherwise defined in this
exercise notice, will have the meaning provided in the Plan.

DATED the ______ day of _______________________.

|                        |  |                            
|----------------------- |  | ---------------------------
|Witness                 |  | Signature of Participant   
|                        |  |                            
|                        |  |                            
|Name of Witness (Print) |  | Name of Participant (Print)

---