Filed by Automated Filing Services Inc. (604) 609-0244 - Wescorp Energy Corp. - Exhibit 10.1






EXHIBIT 10.1 

SUBSCRIPTION AGREEMENT 

(For purchasers resident in Alberta) 

	TO: 	WESCORP ENERGY INC. 
	  	Purchase of 10% Unsecured Convertible
      Debenture of Wescorp Energy Inc. 


Subject to the terms and conditions contained in this
subscription agreement, including the terms and conditions set forth in Schedule
“A” hereto, we, the undersigned, hereby irrevocably subscribe for and agree to
purchase a 10% Unsecured Convertible Debenture (the "Debenture") of Wescorp
Energy Inc. (the “Corporation”) in the amount set forth below. 


	_____________________________________________
(Name of
      Subscriber - please print) 

By:
      _____________________________________________
(Authorized
      Signature)
      

________________________________________________
(Official
      Capacity or Title - please print)
      

________________________________________________ 
(Please
      print name of individual whose signature 
appears above if
      different than the name of the 
Subscriber printed above.)
      

Register Debenture as set forth below:
      

________________________________________________
(Name)
      

________________________________________________
(Account
      Reference, if applicable)
      

________________________________________________
(Subscriber's
      address)
      

________________________________________________

________________________________________________
(Telephone
      Number)
      

________________________________________________
(Fax
      Number)
      

________________________________________________
(Email
      Address) 	
U.S.$2,250,000.00
      
Principal Amount of Debenture Purchased (Purchase
      
Price)
      



________________________________________________
Number
      of securities of the Corporation held prior to 
purchase of the
      Debenture 


Deliver the Debenture as set forth
      below:
      


________________________________________________
(Name)
      


________________________________________________
(Account
      reference, if applicable)
      


________________________________________________
(Contact
      Name)
      


________________________________________________
(Address)
      


________________________________________________
(Telephone
      Number) 









EXHIBIT 10.1 

All dollar amounts referred to in this agreement are in US
dollars. 

These securities are restricted securities as that term is
defined in Rule 144 under the United States Securities Act of 1933 (the “U.S.
Securities Act”). As restricted securities, they may be resold only in
accordance with Rule 144 or Regulation S under the U.S. Securities Act or
pursuant to an effective registration statement under the U.S. Securities Act or
an exemption from the U.S. Securities Act. Hedging transactions involving these
securities may not be conducted unless in compliance with the U.S. Securities
Act. 

These securities have not been registered with the United
States Securities and Exchange Commission or the securities commission of any
state. This subscription agreement does not constitute an offer to sell nor a
solicitation of an offer to buy the securities in any jurisdiction in which such
offer or solicitation would be unlawful. The securities may not be resold or
transferred except as permitted pursuant to registration under the U.S.
Securities Act or an exemption from it. 

These securities have not been recommended by any federal or
state securities commission or regulatory authority. Furthermore, the foregoing
authorities have not reviewed, confirmed or determined the accuracy or adequacy
of this document. Any representation to the contrary is a criminal offense.


ACCEPTANCE: The Corporation hereby accepts the above
subscription this day of ______________, 2007. 

WESCORP ENERGY INC. 


Per: ________________________________________________




EXHIBIT 10.1 

SCHEDULE "A" 

TERMS AND CONDITIONS OF SUBSCRIPTION FOR

DEBENTURES OF WESCORP ENERGY INC. 

	1. 	
      Terms of the Debenture

	 	 	 
		
      The Debenture will bear interest at the rate of 10% per
      annum, payable quarterly, provided, however, that if the payment of
      interest would result in a breach of any applicable bank covenants of the
      Corporation or its subsidiaries, then such interest shall continue to
      accrue but shall only be paid when such payment would not result in a
      breach of any applicable bank covenants. The Debenture will be repaid in
      full, if not converted, on that date which is two (2) years from the date
      of issue (the "Maturity Date"). The form of Debenture Certificate is set
      forth in Schedule "B" attached hereto.

	 	 	 
	2. 	
      Conversion

	 	 	 
		
      The Debenture may, at the option of the holder, be
      converted, in accordance with the terms and conditions set out in the
      Debenture Certificate, into units (each a "Unit") at a price of US$1.00
      per Unit at any time prior to the Maturity Date. Each Unit consists of one
      (1) common share (a "Common Share") and one half of one (1/2) Common Share
      purchase warrant (each whole Common Share purchase warrant a "Warrant") of
      the Corporation. The form of Warrant Certificate is set forth in Schedule
      "D" attached hereto.

	 	 	 
		
      Each Warrant shall entitle the holder thereof to purchase
      one (1) additional Common Share of the Corporation (a "Warrant Share) at a
      price of U.S. $3.00 from the date of issue of the Warrant until that date
      which is two (2) years from the date of issue of the Debenture.

	 	 	 
		
      The Corporation shall be entitled to prepay the Debenture
      in whole or in part, at any time prior to the Maturity Date subject to the
      Corporation providing the holder with at least one month prior written
      notice (the "Notice Period") of the Corporation's intention to repay the
      Debenture.

	 	 	 
		
      Further, each interest payment may, at the option of the
      holder, be converted, in accordance with the terms and conditions set out
      in the Debenture Certificate, into Common Shares. The Common Share price
      used in the conversion shall be the weighted twenty (20) trading day
      average price for the period commencing ten (10) trading days prior to the
      relevant interest payment date.

	 	 	 
		
      The Debenture may be converted at any time during the
      Notice Period in accordance with the terms and conditions set out in the
      Debenture Certificate and, if the Debenture is converted during the Notice
      Period the Corporation undertakes to file a registration statement with
      respect to any Common Shares issued upon such conversion of the Debenture,
      Common Shares issued on conversion of interest payments and any Warrant
      Share issued upon exercise of a Warrant as soon as reasonably possible
      thereafter, as determined by the board of directors of the
    Corporation.

	 	 	 
	3. 	
      Acknowledgements re: Hold Periods and Resale
      Restrictions

	 	 	 
		
      We understand and acknowledge the following:

	 	 	 
		(a) 	
      the Debenture is not assignable or transferable without
      the prior written consent of the Corporation;



A - 1 




EXHIBIT 10.1 

	 	(b) 	
      we have been advised to consult our own legal advisers in
      connection with any applicable statutory hold periods and resale
      restrictions both in Canada and in the United States, relating to the
      Common Shares and Warrants issuable upon the conversion of the Debenture
      and Warrant Shares issuable on exercise of the Warrants and no
      representation has been made by the Corporation or its representatives
      respecting the applicable statutory hold period or resale
    restrictions;

	 	 	 
	 	(c) 	
      we are solely responsible (and the Corporation is not in
      any way responsible) for compliance with applicable hold periods and
      resale restrictions, including without limitation the filing of any
      documentation and, if applicable, the payment of any fees with any
      applicable securities regulatory authority, and that we, and (if
      applicable) others on whose behalf we are contracting hereunder, are aware
      that we, and (if applicable) such others, may not be able to resell the
      Common Shares and Warrants issuable upon the conversion of the Debenture
      and Warrant Shares issuable on exercise of the Warrants except in
      accordance with limited exceptions under applicable securities legislation
      and regulatory policy and we and, if applicable, others on whose behalf we
      are contracting hereunder, will not sell, resell or otherwise transfer the
      Common Shares and Warrants issuable upon the conversion of the Debenture
      and Warrant Shares issuable on exercise of the Warrants except in
      compliance with applicable laws and except in compliance with the terms of
      the Debenture and the Warrants; and

	 	 	 
	 	(d) 	
      we, on our own behalf and (if applicable) on behalf of
      others for whom we are contracting hereunder, specifically agree that we
      will not offer, sell, pledge or otherwise transfer the Debenture or the
      Common Shares and Warrants issuable upon the conversion of the Debenture
      and Warrant Shares issuable on exercise of the Warrants except: (i) to the
      Corporation; (ii) outside the United States in compliance with Rules 903
      or 904 of Regulation S under the "U.S. Securities Act" and in compliance
      with applicable state, local and provincial laws and regulations; or (iii)
      inside the United States in a transaction, (A) made in compliance with an
      exemption from registration under the U.S. Securities Act provided by Rule
      144 or Rule 144A thereunder, if available, and any applicable state
      securities laws of the United States or (B) in a transaction exempt from
      registration requirements under the U.S. Securities Act and any applicable
      state securities laws of the United States; we understand that the
      Debenture and the Common Shares and Warrants issuable upon the conversion
      of the Debenture and Warrant Shares issuable on exercise of the Warrants
      will bear a legend to the foregoing effect and that prior to any transfer
      pursuant to the foregoing clauses (ii) and (iii), the Corporation may
      require that the seller furnish the Corporation and the Corporation's
      transfer agent with an opinion of counsel of recognized standing, in
      substance and form satisfactory to the Corporation, that such transfer is
      exempt from registration under the U.S. Securities Act and any applicable
      state securities laws; we understand and acknowledge that the certificates
      for the Common Shares and Warrants issuable upon the conversion of the
      Debenture, the certificates for the Warrant Shares and any certificates
      issued in replacement thereof or exchange therefor, shall have endorsed
      thereon a legend reflecting such restrictions on transfer; we understand
      and acknowledge that the Corporation is not obligated to file and has no
      present intention of filing with the United States Securities and Exchange
      Commission or with any state securities administrator or commission any
      registration statement in respect of resales of the Debenture or the
      Common Shares and Warrants issuable upon the conversion of the Debenture
      and Warrant Shares issuable on exercise of the Warrants in the United
      States; and further, we covenant that all offering materials and documents
      used in connection with offers and sales of the Debenture or the Common
      Shares and Warrants underlying the Debenture before the expiration of the
      Restricted Period (defined below in paragraph 9(c) must state that: (i)
      the securities have now been registered under the U.S. Securities Act and
      may not be offered or sold in the United States or to a U.S. person unless
      such securities are registered under the U.S. Securities Act or an
      exemption from the registration requirements of the U.S. Securities Act is
      available, and that (ii) hedging transactions involving the securities may
      not be conducted unless they comply with the U.S. Securities
  Act.



A - 2 




EXHIBIT 10.1 

	4. 	
      Delivery and Payment

	 	 	 
		
      We agree that the following must be delivered to the
      Corporation at Suite 770, 436 - 4th Avenue, S.W., Calgary,
      Alberta T2P 3A8, Facsimile number (403) 206-3993:

	 	 	 
		(a) 	
      a certified cheque, bank draft, money order or wire
      transfer payable to the Corporation, representing the aggregate purchase
      price payable by us for the Debenture, unless other payment arrangements
      acceptable to the Corporation have been made. The entire purchase price
      for the Debenture must be paid at the time of subscription;

	 	 	 
		(b) 	
      one completed and duly signed copy of this subscription
      agreement together with, as applicable, the relevant exemption
      certification completed in the forms attached hereto as Schedule "D" as
      applicable;

	 	 	 
		(c) 	
      such other documents as may be required pursuant to terms
      of this subscription agreement; and

	 	 	 
		(d) 	
      all other documentation as may be required by applicable
      securities legislation.




	5. 	
      Closing

	 	 
		
      Delivery of and payment for the Debenture (the “Closing”)
      will be completed at the offices of the Corporation This subscription is
      subject to acceptance by the Corporation, as described below. Unless other
      arrangements have been made with the Corporation, certificates endorsed by
      the Corporation representing that the Debenture (the "Debenture
      Certificate") will be available for delivery to us in Calgary, Alberta, at
      Closing against payment of the aggregate purchase price for the Debenture.
      If we choose not to attend the Closing to receive the Debenture
      Certificate, then the Corporation will deliver such certificates to us at
      the address set out for delivery on page 2 of this subscription agreement
      promptly after the Closing.




	6. 	
      Acceptance of Subscription

	 	 	 
		
      This subscription may be accepted in whole or in part and
      the right is reserved to the Corporation to allot to any subscriber less
      than the amount of the Debenture subscribed for. Confirmation of
      acceptance or rejection of this subscription will be forwarded to us
      promptly after the acceptance or rejection of this subscription by the
      Corporation. If this subscription is rejected in whole, we understand that
      any certified cheques or bank drafts delivered by us to the Corporation
      representing the purchase price for the Debenture will be promptly
      returned to us without interest. If this subscription is accepted only in
      part, we understand that a cheque representing the portion of the purchase
      price for that portion of our subscription for the Debenture which is not
      accepted will be promptly delivered to us, without interest.

	 	 	 
	7. 	
      Acknowledgements re: Prospectus Exemptions,
      etc.

	 	 	 
		
      We acknowledge and agree that the sale of the Debenture
      to us, or (if applicable) to such others, is conditional upon, among other
      things:

	 	 	 
		(a) 	
      such sale being exempt from the prospectus filing
      requirements and the requirements for the delivery of an offering
      memorandum (as defined in any applicable Canadian securities legislation)
      of all applicable securities legislation relating to such sale or upon the
      issuance of such rulings, orders, consents or approvals as may be required
      to permit such sale without the requirement of filing a prospectus or
      delivering an offering memorandum; and

	 	 	 
		(b) 	
      the Corporation obtaining any necessary regulatory
      approvals.



We also acknowledge and agree, that:


A - 3 




EXHIBIT 10.1 

	 	(a) 	
      we have not received, requested or been provided with,
      nor have any need to receive, a prospectus, offering memorandum (as
      defined in any applicable Canadian securities legislation) or similar
      disclosure document relating to the offering of the Debenture and/or the
      business and affairs of the Corporation and that the decision to enter
      into this subscription agreement and purchase of the Debenture has not
      been based upon any verbal or written representation as to fact or
      otherwise made by or on behalf of the Corporation or any officer,
      director, employee or agent of the Corporation and that such decision is
      based entirely upon information set out in this subscription agreement and
      currently available public information concerning the Corporation;
      including the Corporation’s Form 10KSB FOR THE FISCAL YEAR ENDING December
      31, 2006 and the Corporation’s press releases

	 	 	 	 
	 	(b) 	
      there has not been any advertisement of the offering of
      the Debenture in printed public media, radio, television or
      telecommunications, including electronic display such as the Internet or
      any seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(c) 	
      no agency, governmental authority, regulatory body, stock
      exchange or other entity has made any finding or determination as to the
      merit for investment of, nor have any such agencies or governmental
      authorities made any recommendation or endorsement with respect to the
      Debenture or the Common Shares, Warrants and Warrant Shares underlying the
      Debenture;

	 	 	 	 
	 	(d) 	
      no prospectus has been filed by the Corporation with a
      securities commission or other securities regulatory authority in any
      province of Canada or any other jurisdiction in connection with the
      issuance of the Debenture and such issuances are exempt from the
      prospectus requirements otherwise applicable under the provisions of
      Canadian securities laws and, as a result, in connection with our purchase
      of the Debenture or the Common Shares and Warrants underlying the
      Debenture hereunder:

	 	 	 	 
	 		(i) 	
      we are restricted from using most of the civil remedies
      available under Canadian securities laws;

	 	 	 	 
	 		(ii) 	
      we will not receive information that would otherwise be
      required to be provided to us under applicable securities laws or
      contained in a prospectus prepared in accordance with applicable
      securities laws; and

	 	 	 	 
	 		(iii) 	
      the Corporation is relieved from certain obligations that
      would otherwise apply under such applicable securities laws;

	 	 	 	 
	 	(e) 	
      the Debentures are being offered for sale only on a
      “private placement” basis; and

	 	 	 	 
	 	(f) 	
      the Corporation is not a reporting issuer in any province
      of Canada and, as such, the hold periods applicable to the Debenture, the
      Common Shares, the Warrants and the Warrant Shares may never expire and
      such securities may never be resold except pursuant to a further statutory
      exemption or discretionary order.



We acknowledge that the Corporation may
be required to provide applicable securities regulatory authorities with a list
setting forth the identities of the beneficial purchasers of the Debentures and
we consent to the disclosure of any such information relating to our
subscription hereunder as required for the Corporation to properly comply with
all regulatory and legislative requirements. 

We understand and acknowledge that: (i)
none of the Debentures or the Common Shares, Warrants and Warrant Shares
underlying the Debenture have been or will be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) nor any
applicable state securities laws and may not be offered or sold or re-offered or
resold, directly or indirectly, in the United States or to any U.S. person (as


A - 4 




EXHIBIT 10.1 

		
      defined in Regulation S under the U.S. Securities Act, a
      “U.S. Person”), unless such securities have been registered under the U.S.
      Securities Act and any applicable state securities laws, or are otherwise
      exempt from such registration; and (ii) certificates representing the
      Common Shares and Warrants issuable upon the conversion of the Debenture
      and the Warrant Shares on exercise of the Warrants and shall bear a legend
      to such effect.

	 	 	 
	8. 	
      Conditions on Closing

	 	 	 
		
      We acknowledge and agree that, as the offering of the
      Debenture will not be qualified by a prospectus, the offering is subject
      to the condition that we execute and return to the Corporation, as
      applicable, all relevant documentation required by this subscription
      agreement, applicable securities legislation, regulations, rules and
      policies and applicable stock exchange rules.

	 	 	 
		
      We agree to: (i) provide the Corporation with such
      information and documents, including certificates, statutory declarations
      and undertakings, as the Corporation may reasonably require from time to
      time to comply with any filing or other requirements under applicable
      securities legislation, regulations, rules and policies and applicable
      stock exchange rules; and (ii) comply with the provisions of any
      applicable securities legislation, regulations, rules and policies and
      applicable stock exchange rules concerning any resale of the Common Shares
      and Warrants issuable upon the conversion of the Debenture and Warrant
      Shares issuable on exercise of the Warrants.

	 	 	 
	9. 	
      Conditions on Use of Funds

	 	 	 
		
      The Corporation covenants that it shall, upon the
      acceptance of this subscription agreement:

	 	 	 
		(a) 	
      hire full time professional IR/PR Company(ies).

	 	 	 
		(b) 	
      use 10% of the funds advanced for IR/PR over the next two
      (2) year period.

	 	 	 
	10. 	
      Representations, Warranties and
      Covenants

	 	 	 
		
      We represent, warrant and covenant to and with the
      Corporation (and acknowledge that the Corporation is relying thereon) as
      follows:

	 	 	 
		(a) 	
      Jurisdiction of Residence - we, and any person on
      whose behalf we are contracting, are resident or otherwise subject to the
      applicable securities legislation in the jurisdiction set out under
      “Subscriber's Address” on page 1 of this subscription agreement, and the
      purchase by and sale to us (and any person on whose behalf we are
      contracting), of the Debenture has occurred only in such jurisdiction. The
      address set out under “Subscriber’s Address” on page 1 was not created and
      is not used solely for the purpose of acquiring the Debenture and we, and
      any person on whose behalf we are contracting, were solicited to purchase
      in such jurisdiction and are acquiring the Debenture for our own account,
      or for the account of a person over which we exercise sole investment
      discretion, and as to which the we have the authority to make the
      statements set forth in this subscription agreement. We, and any person on
      whose behalf we are contracting, have not been formed solely for the
      purpose of entering into the transactions contemplated by this
      subscription agreement;

	 	 	 
		(b) 	
      Prospectus Exempt Purchaser (Canadian Purchasers)
      - we make the representations, warranties and covenants set out
      below and in Schedules "D" to this subscription agreement, with the
      Corporation and we may avail ourselves of one or more of the categories of
      prospectus exemptions contemplated therein AS IS
    APPROPRIATE):



A - 5 




EXHIBIT 10.1 

	 		
      ACCREDITED INVESTOR EXEMPTION: We are resident in
      Alberta, we are purchasing as principal and we are “accredited investors”
      within the meaning of National Instrument 45-106, by virtue of falling
      within one of the categories of "accredited investor" set forth in
      Schedule "D" attached hereto (PLEASE CHECK THE APPROPRIATE
      CATEGORY IN SCHEDULE "D" ATTACHED HERETO);





	 	
      (c) 
	
      Offshore Transaction - we represent and warrant to
      the Corporation that (i) we are not a “U.S. person” as that term is
      defined in Rule 902(c) of Regulation S; (ii) at the time of execution of
      this agreement, we were outside the United States and no offer of the
      Debenture was made to us within the United States; (iii) we purchased the
      Debenture for our own account and not on behalf of any U. S. person, and
      the sale of the Debenture has not been prearranged with any buyer in the
      United States; and (iv) we are not a distributor as defined in Regulation
      S. We will not, before the expiration of one year from the Closing (the
      “Restricted Period”), offer or sell the Debenture to U. S. persons or for
      the account or benefit of U.S. persons and will offer and sell the
      Debenture or the Common Shares issuable upon the conversion of the
      Debenture only in compliance with the provisions of Regulation S or a
      valid and effective registration statement covering the Debenture of the
      Common Shares.

	 	 	 
	 	(d) 	
      Legend – upon the original issuance thereof, and
      until such time as the same is no longer required under applicable
      requirements of the U.S. Securities Act, applicable state securities laws,
      or Canadian securities laws the certificates representing the Debenture,
      the Common Shares and Warrants issuable upon the conversion of the
      Debenture, the Warrant Shares upon exercise of the Warrants and all
      certificates issued in exchange therefor or in substitution thereof, shall
      bear a legend in substantially the form set forth below:

	 	 	 
	 		
      “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED,
      SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE
      CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
      SECURITIES WHICH HAS BEEN DECLARED AND CONTINUES TO BE EFFECTIVE UNDER THE
      U.S. SECURITIES ACT; (C) IN AN OFFSHORE TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND
      IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS; (D) WITHIN THE UNITED
      STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
      SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND THE SELLER HAS
      FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF
      RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO
      SUCH OFFER, SALE OR TRANSFER.”

	 	 	 
	 		
      "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT
      IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATTER OF [(i)THE
      DISTRIBUTION DATE]; AND (ii) THE DATE THE ISSUER BECAME A
      REPORTING ISSUER IN THE PROVINCE OR TERRITORY."

	 	 	 
	 		
      provided, that if the Common Shares and Warrants issuable
      upon the conversion of the Debenture and Warrant Shares issuable on
      exercise of the Warrants are being sold outside the United States in
      compliance with the requirements of Rule 904 of Regulation S under the
      U.S. Securities Act and outside of Canada in compliance with applicable
      Canadian securities laws, the seller shall provide the Corporation with a
      declaration in the form attached hereto as Schedule
“E”;



A - 6 




EXHIBIT 10.1 

	 	(e) 	
      Investment Intent - we are acquiring the Debenture
      for our own account (or a trust account if the subscriber is a trustee)
      and not as a nominee. We understand that the purchase of the Debenture
      involves a high degree of risk and that we must bear the economic risk of
      this investment indefinitely unless sale of the Debenture is registered
      pursuant to the U.S. Securities Act, or an exemption from registration for
      their sale is available. We understand that, in the view of the United
      States Securities and Exchange Commission, the statutory basis for the
      exemption claimed for this transaction would not be present if the
      offering of the Debenture, although in technical compliance with
      Regulation S, is part of a plan or scheme to evade the registration
      provisions of the U.S. Securities Act. We are acquiring the Debenture for
      investment purposes and have no present intention to sell the Debenture in
      the United States, to a U.S. Person or for the account or benefit of a
      U.S. Person. We covenant that neither we, nor our affiliates, nor any
      person acting on our or their behalf has the intention of entering or will
      enter during the Restricted Period, into any put option, short position or
      other similar instrument or position or any other hedging transactions or
      arrangements with respect to the Company’s common stock, and neither we,
      nor any of our affiliates, nor any person acting on our or their behalf
      will use at any time Debenture acquired pursuant to this agreement to
      settle any put option, short position or other similar instrument or
      position or any other hedging transaction or arrangement that may have
      been entered into before the execution of this agreement or during the
      Restricted Period.

	 	 	 
	 	(f) 	
      General Solicitation in the U.S. – we, on our own
      behalf and (if applicable) on behalf of others for whom we are contracting
      hereunder, acknowledge that we have not purchased the Debenture as a
      result of any general solicitation or general advertising, as such terms
      are used in Regulation D under the U.S. Securities Act, including without
      limitation, advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media, or broadcast over
      radio or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising;

	 	 	 
	 	(g) 	
      No Sale in Violation of the Securities Laws - we
      covenant that we will not knowingly sell, transfer or otherwise dispose of
      the Debenture, Common Shares, Warrants or Warrant Shares in violation of
      the U.S. Securities Act, the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) or the rules and regulations of the Securities and
      Exchange Commission. We will only offer and sell the Debenture, Common
      Shares, Warrants and Warrant Shares pursuant to an effective registration
      statement under the U.S. Securities Act or an exemption from the
      registration provisions of the U.S. Securities Act or outside the United
      States in accordance with applicable securities laws.

	 	 	 
	 	(h) 	
      Resale Restrictions - we have been independently
      advised as to, and are aware of the restrictions with respect to trading
      in the Debenture and Common Shares, Warrants and Warrant Shares underlying
      the Debenture pursuant to the applicable securities laws and any
      applicable stock exchanges;

	 	 	 
	 	(i) 	
      Due Execution and Delivery - we are responsible
      for obtaining such legal advice as we consider necessary in connection
      with the execution, delivery and performance by us of this agreement and
      the transactions contemplated herein and we represent and warrant that
      such execution, delivery and performance shall not contravene any
      applicable laws of the jurisdiction in which we are resident;

	 	 	 
	 	(j) 	
      Independent Tax Advice - we are solely responsible
      for obtaining such advice concerning the tax consequences of our
      investment in the Debenture and we are not relying on the Corporation for
      advice concerning such tax consequences;

	 	 	 
	 	(k) 	
      Capacity – if we and, if applicable, any person on
      whose behalf we are contracting (i) are an individual, we have attained
      the age of majority and are legally competent to execute this subscription
      agreement and to perform all actions required pursuant hereto; or (ii) are
      a



A - 7 




EXHIBIT 10.1 

	 		
      corporation, partnership, unincorporated association or
      other entity, we, as the case may be, have the legal capacity and
      competence to enter into and be bound by this subscription agreement and
      we further certify that all necessary approvals of directors, shareholders
      or otherwise have been given and obtained;

	 	 	 	 
	 	(l) 	
      Authority - the entering into of this subscription
      agreement and the completion of the transactions contemplated herein will
      not result in the violation of any of the terms and provisions of any law
      applicable to, or the constating documents of, us or any purchaser on
      whose behalf we are contracting or of any agreement, written or oral, to
      which we are or such other purchaser is a party or by which we or such
      other purchaser are bound;

	 	 	 	 
	 	(m) 	
      Enforceability - this subscription agreement has
      been duly and validly authorized, executed and delivered by us and, upon
      acceptance by the Corporation this subscription agreement will constitute
      a legal, valid and binding contract of ours, enforceable against us, in
      accordance with its terms;

	 	 	 	 
	 	(n) 	
      No Representation re: Resale, Refund, Future Price or
      Listing - no person has made any written or oral representation to
      us:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the Debenture
      or the Common Shares, Warrants and Warrant Shares underlying the
      Debenture;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Debenture or the Common Shares, Warrants and Warrant Shares underlying the
      Debenture other than as may be provided in this subscription agreement;
      or

	 	 	 	 
	 		(iii) 	
      relating to the future price or value of the Debenture or
      the Common Shares, Warrants and Warrant Shares underlying the
      Debenture.

	 	 	 	 
	 	(o)		
      Investment Experience - we have knowledge and
      experience with respect to investments of this type enabling us, to
      evaluate the merits and risks thereof and the capacity to obtain competent
      independent business, legal and tax advice regarding this
    investment;

	 	 	 	 
	 	(p)		
      Investment Intent - we are subscribing for the
      Debenture as principal for our own account and not for the benefit of any
      other person (within the meaning of applicable securities legislation) and
      not with a view to resale or distribution of all or any of the Debenture
      or the Common Shares, Warrants and Warrant Shares

	 	 	 	 
	 	(q)		
      underlying the Debenture, or in the case of a
      subscription for the Debenture, by us acting as trustee or agent
      (including, for greater certainty, a portfolio manager or comparable
      adviser) for a principal, the we are duly authorized to execute and
      deliver this subscription agreement and all other necessary documentation
      in connection with such subscription on behalf of each such beneficial
      person, each of whom is subscribing as principal for its own account, not
      for the benefit of any other person and not with a view to the resale or
      distribution of the Debenture;

	 	 	 	 
	 	(r)		
      Share Ownership – we own that number and type of
      securities of the Corporation set forth on page 1 of this subscription
      agreement; and



We acknowledge that the foregoing
representations and warranties are made by us with the intent that they may be
relied upon in determining our eligibility and the eligibility of any person on
whose behalf we are contracting, to purchase the Debenture under relevant
securities legislation and we hereby agree, on our own behalf and on behalf of
any person on whose behalf we are contracting, to indemnify the Corporation
against all losses, claims, costs, expenses and damages and other liabilities
which it may suffer or incur as the result of or arising from the reliance by
the Corporation on any such representation 

A - 8 




EXHIBIT 10.1 

		
      or Warranty. We further agree that by accepting the
      Debenture we shall be representing and warranting that the foregoing
      representations and warranties are true as at Closing, with the same force
      and effect as if they had been made by us on such date and that they will
      survive the purchase by us of the Debenture and will continue in full
      force and effect notwithstanding any subsequent disposition by the us of
      the Debenture.

	 	 
	11. 	
      Commissions

	 	 
		
      We acknowledge that the Corporation may pay cash
      commission, in accordance with all regulatory requirements, to agents for
      obtaining subscriptions in connection with the offering. The Corporation
      has not retained an agent for this offering.




	12. 	
      Survival

	 	 
		
      This subscription agreement, including without limitation
      the representations, warranties and covenants contained herein, shall
      survive and continue in full force and effect and be binding upon the
      Corporation and the undersigned for a period of three years from Closing
      notwithstanding the issuance of the Common Shares issuable upon the
      conversion of the Debenture.

	 	 
	13. 	
      Governing Law

	 	 
		
      This agreement shall be governed by and construed in
      accordance with the laws of the Province of Alberta and the federal laws
      of Canada applicable therein. We, hereby irrevocably attorn to the
      jurisdiction of the courts of the Province of Alberta with respect to any
      matters arising out of this agreement.

	 	 
	14. 	
      Costs

	 	 
		
      All costs and expenses incurred by us (including any fees
      and disbursements of any counsel retained by us) relating to the purchase
      by us of the Debenture or the issuance of Common Shares issuable upon the
      conversion of the Debenture shall be borne by us.

	 	 
	15. 	
      Assignment

	 	 
		
      This agreement is not transferable or assignable, in
      whole or in part, by us or (if applicable) by others on whose behalf we
      are contracting hereunder.

	 	 
	16. 	
      Enurement

	 	 
		
      This agreement will be binding upon and enure to the
      benefit of the parties hereto and their respective successors and
      assigns.

	 	 
	16 	
      Entire Agreement and Headings

	 	 
		
      This agreement (including the schedules hereto) contains
      the entire agreement of the parties hereto relating to the subject matter
      hereof and there are no representations, covenants or other agreements
      relating to the subject matter hereof except as stated or referred to
      herein. This agreement may be amended or modified in any respect by
      written instrument only. The headings contained herein are for convenience
      only and shall not effect the meanings or interpretation hereof.

	 	 
	17. 	
      Time of Essence

	 	 
		
      Time shall be of the essence of this agreement.

	 	 
	18. 	
      Counterparts and Facsimile
  Deliveries



A - 9 




EXHIBIT 10.1 

This agreement may be executed in one
or more counterparts, each of which counterparts when executed shall constitute
an original and all of which counterparts so executed shall constitute one and
the same instrument. The Corporation shall be entitled to rely on delivery of a
facsimile copy of this agreement, including the completed schedules attached
hereto, and acceptance by the Corporation of any such facsimile copy shall be
legally effective to create a valid and binding agreement between the parties
hereto in accordance with the terms hereof. Notwithstanding the foregoing, the
undersigned shall deliver to the Corporation at the address specified in Section
4 hereof, an originally executed copy of this agreement, including the schedules
attached hereto, within two business days of Closing. 

A - 10 




EXHIBIT 10.1 

SCHEDULE "B" 

DEBENTURE CERTIFICATE 

 

 

 

 

 

B - 1 




EXHIBIT 10.1 

SCHEDULE "C" 

WARRANT CERTIFICATE 

 

 

 

 

 

C - 1 




EXHIBIT 10.1 

SCHEDULE "D" 

ALBERTA RESIDENTS ONLY 

TO:         WESCORP
ENERGY INC. 

The undersigned ("Subscriber") hereby represents, covenants and
certifies to Wescorp Energy Inc that the Subscriber is: 

	1. 	
      purchasing the securities of the Corporation as
      principal;

	 	 
	2. 	
      it or its disclosed principal is resident in or subject
      to the laws of the Province of Alberta, and

	 	 
	3. 	
      it or its disclosed principal is an "accredited investor"
      (as that term is defined in National Instrument 45- 106) by virtue of
      satisfying the indicated criteria on Appendix 1
hereto.



DATED this _________ day of ___________________, 20
___________. 

 

	 	 
	 	Name of Entity 
	 	 
	 	 
	 	Authorized Signature 
	 	 
	 	 
	 	Print Name of Signatory 


D - 1 




EXHIBIT 10.1 

APPENDIX 1 TO SCHEDULE "D" 

The Subscriber represents and warrants that the Subscriber
falls within the category of "Accredited Investor" which is initialled below:


	____	(a) 	
      a Canadian financial institution or an authorized foreign
      bank listed in Schedule III of the Bank Act (Canada);

	 	 	 
	____	(b) 	
      the Business Development Bank incorporated under the
      Business Development Bank of Canada Act (Canada);

	 	 	 
	____	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      to (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;

	 	 	 
	____	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland and Labrador);

	 	 	 
	____	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada, as a representative of
      a person referred to in paragraph (d);

	 	 	 
	____	(f) 	
      the government of Canada or a jurisdiction of Canada, or
      any crown Company, agency or wholly-owned entity of the government of
      Canada or a jurisdiction of Canada;

	 	 	 
	____	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the comité de gestion de la taxe
      solaire do l'ile de Montreal or an intermunicipal management board in
      Quebec;

	 	 	 
	____	(h) 	
      a national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 	 
	____	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 	 
	____	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds Cdn.$1,000,000;

	 	 	 
	____	(k) 	
      an individual whose net income before taxes exceeded
      Cdn.$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded Cdn.$300,000
      in each of the two most recent calendar years and who, in either case, has
      a reasonable expectation of exceeding the same net income level in the
      current calendar year;

	 	 	 
	____	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000;

	 	 	 
	____	(m) 	
      a person, other than an investment fund, that has net
      assets of at least Cdn.$5,000,000 as shown on its most recently prepared
      financial statements;



D - 2 




EXHIBIT 10.1 

	____	(n) 	
      an investment fund that distributes or has distributed
      its securities only to (i) a person that is or was an accredited investor
      at the time of the distribution, (ii) a person that acquires or acquired
      securities in the circumstances referred to in section 2.10 (minimum
      investment amount) of National Instrument 45-106, and section 2.1.9
      (additional investment in investment funds) of National Instrument 45-106,
      or (iii) a person described in paragraphs (i) or (ii) that acquires or
      acquired securities under section 2.8 (investment funds reinvested) of
      National Instrument 45-106;

	 	 	 
	____	(o) 	
      an investment fund that distributes, or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator, or, in Quebec, the securities regulatory authority, has issued
      a receipt;

	 	 	 
	____	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;

	 	 	 
	____	(q) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an advisor or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;

	 	 	 
	____	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or other advisor or registered to provide advice on
      the securities being traded;

	 	 	 
	____	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraph (a) through (d)
      and paragraph (i) in form and function;

	 	 	 
	____	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect, or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors; or

	 	 	 
	____	(u) 	
      an investment fund that is advised by a person registered
      as an advisor or a person that is exempt from registration and is an
      advisor, or the person that is recognized or designated by the securities
      regulatory authority or, except in Ontario and Quebec, the regulator as
      (i) an accredited investor, or (ii) an exempt purchaser in Alberta or
      British Columbia after September 14, 2005.



For the purposes hereof: 

"eligibility advisor" means 

	(a) 	
      a person that is registered as an investment dealer or in
      an equivalent category of registration under the securities legislation of
      the jurisdiction of a purchaser and authorized to give advice with respect
      to the type of securities being distributed, and

	 	 
	(b) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must
  not



D - 3 




EXHIBIT 10.1 

	(i) 	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officers, founders or
      control persons, and

	 	 
	(ii) 	
      have acted for or been retained personally or otherwise
      as an employee, an executive officer, a director, associate or partner of
      a person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;



“EVCC” means an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia) and whose business
objective is making multiple investments; 

“financial assets” means: 

	(a) 	
      cash,

	 	 
	(b) 	
      securities, or

	 	 
	(c) 	
      a contract or insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;



"investment fund" means a mutual fund or non-redeemable
investment fund and, for greater certainty in British Columbia, includes an EVCC
and a VCC; 

"person" includes 

	(a) 	
      an individual,

	 	 
	(b) 	
      a corporation,

	 	 
	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 
	(d) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator, or personnel or other legal
      representative;



“related liabilities,” means 

	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 
	(b) 	
      liabilities that are secured by financial
  assets.



“VCC” means a venture capital corporation registered
under Part 1 of the Small Business Venture Capital Act (British Columbia)
whose business objective is making multiple investments. 

D - 4 




EXHIBIT 10.1 

SCHEDULE “E” 

DECLARATION 

TO:                            
[name of company] 

AND
TO:                  
[name of transfer agent] 

The undersigned (a) acknowledges that the sale of the
securities of _______________________ (the “Corporation”) to which this
declaration relates is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”), and (b) certifies that (1) the undersigned is not an “affiliate” (as that
term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, a
“distributor” (as that term is defined in Rule 902(d) of Regulation S under the
U.S. Securities Act) or an affiliate of a distributor or acting on behalf of any
of the foregoing, (2) the offer of such securities has not been made and will
not be made to a person in the United States and either (A) at the time the buy
order is originated, the buyer is outside the United States, or the seller and
any person acting on its behalf shall reasonably believe that the buyer is
outside the United States, or (B) the transaction will be executed in, on or
through the facilities of a “designated offshore securities market” (as that
term is defined in Rule 902(b) of Regulation S under the U.S. Securities Act)
and neither the seller nor any person acting on its behalf knows or will know
that the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any “directed selling efforts” (as
that term is defined in Rule 902(c) of Regulation S under the U.S. Securities
Act) in the United States in connection with the offer and sale of such
securities (4) the sale is bona fide and not for the purpose of “washing off”
the resale restrictions imposed because the securities are “restricted
securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities
Act), (5) the contemplated sale is not and will not be a transaction, or part of
a series of transactions which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act, and (6) the undersigned in making such sale has complied and
will comply with the terms of Rule 904(b) of Regulation S. Terms used herein
have the meanings given to them by Regulation S under the U.S. Securities Act.


If requested by the Corporation and/or its registrar and
transfer agent, the undersigned shall provide an opinion of counsel, of
recognized standing reasonably satisfactory to the Corporation, to the effect
that the sale complies with the terms of Rule 904 of Regulation S. 

	Dated: _________________________	 
	 	(Name of Holder – please print) 
	 	
	 	
	 	 
	 	(Authorized Signature) 
	 	
	 	
	 	 
	 	(Official Capacity – please print) 
	 	
	 	
	 	 
		
      (please print here the name of the individual whose
      signature appears above, if different from the name of holder printed
      above)