Filed by Automated Filing Services Inc. (604) 609-0244 - Wescorp Energy Corp. - Exhibit 4.1






EXHIBIT 4.1 

THIS DEBENTURE AND THE SHARES AND WARRANTS DELIVERABLE ON
CONVERSION OF THE DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES. THESE SECURITIES ARE RESTRICTED SECURITIES AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. AS RESTRICTED SECURITIES,
THEY MAY BE RESOLD ONLY IN ACCORDANCE WITH RULE 144 OR REGULATION S UNDER THE
1933 ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT
OR AN EXEMPTION FROM THE 1933 ACT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. THIS DEBENTURE MAY NOT BE CONVERTED
UNLESS THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE
APPLICABLE SECURITIES LEGISLATION OF ANY STATE OR AN EXEMPTION FROM THOSE
REGISTRATION REQUIREMENTS IS AVAILABLE. 

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 <>[DATE OF
DISTRIBUTION]; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE
PROVINCE OR TERRITORY. 

US $2,250,000 

WESCORP ENERGY INC. 

CONVERTIBLE DEBENTURE CERTIFICATE 
10% REDEEMABLE
UNSECURED CONVERTIBLE DEBENTURE 
DUE <>, 2009 [Two years
from the date of issue] 

	I. 	
      DEBENTURE TERMS

	 	 
		
      Wescorp Energy Inc. (the "Company") for value
      received hereby promises to pay to _____________ of
      _______________________ (the "Holder") on or before <>, 2009
      [Two years from the date of issue] ( the “Maturity Date”),
      on presentation and surrender of this Debenture the sum of $2,250,000 in
      lawful money of the United States and to pay interest on the principal
      amount hereof at the rate of 10% per annum from the date of issue of this
      Debenture (the "Closing Date"), such interest to be calculated and
      paid biannually , the first payment to fall on June 30, 2007 (assuming
      that the Debenture is issued prior to June 30, 2007), provided however
      that if the payment of interest would result in a breach of any applicable
      bank covenants of the Company, 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. Except when the payment of interest would
      result in a breach by the Company of any of its applicable bank covenants,
      should the Company at any time make default in the payment of any
      principal or interest, the Company agrees to pay interest on the amount in
      default at the same rate, annually on the same dates. As interest on this
      Debenture becomes due, the Company (except in case of payment at maturity
      or on redemption at which time payment of interest may be made upon
      surrender of this Debenture) shall, at least three business days prior to
      each date on which interest becomes due, forward or cause to be forwarded
      by prepaid post to the registered address of the registered holder of this
      Debenture for the time being, or in the case of joint holders to the
      registered address of whichever of such joint holders is named first, a
      cheque for such interest, less any tax required by law to be deducted,
      payable to the order of such holder or holders.
The








	 	2 	EXHIBIT 4.1 



		
      forwarding of such cheque shall satisfy and discharge the
      liability for interest upon this Debenture to the extent of the sum
      represented thereby (plus the amount of any tax deducted as aforesaid)
      unless such cheque be not paid on presentation.

	 	 	 
	II. 	
      CONVERSION

	 	 	 
		
      Conversion at the Option of the Holder

	 	 	 
		
      The principal amount of this Debenture, plus any accrued
      but unpaid interest, is convertible (an "Elected Conversion"), at
      the option of the Holder, in whole or in part, at any time prior to 4:30
      p.m. (Calgary time) ("Expiry Time") on the earlier of:

	 	 	 
		(a) 	
      the Maturity Date; or

	 	 	 
		(b) 	
      that date which is 30 days following the delivery of a
      notice from the Company that it intends to repay all or any portion of the
      Debenture in accordance with the terms of Section III hereof,

	 	 	 
		
      (the "Expiry Date"), into units (each a "Unit").
      Each Unit consists of one (1) fully paid and non- assessable common share
      (the "Common Share") in the capital of the Company having a par value of
      $0.0001 per Common Share and one half (1/2) Common Share purchase Warrant
      (each whole Common Share purchase warrant a "Warrant"), as constituted on
      the Closing Date (without adjustment for dividends on Common Shares
      issuable upon conversion) at a conversion rate (the "Conversion
      Rate") of US$1.00 per Unit.

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

	 	 	 
		
      Process Upon Conversion

	 	 	 
		
      Upon the occurrence of an Elected Conversion, the Holder
      covenants and agrees to provide to the Company at its head office at Suite
      770, 436 - 4th Avenue S.W., Calgary, Alberta T2P 3A8,
      Attention: Doug Biles:

	 	 	 
		(a) 	
      this Debenture Certificate; and

	 	 	 
		(b) 	
      a completed and executed Subscription Form (in the form
      attached hereto as Schedule "A") evidencing the Elected Conversion (which,
      upon delivery to the Company, shall be deemed irrevocable) of the Holder
      to convert the Debentures into Units.



The receipt by the Company of such
Debenture Certificate and accompanying documents shall be the date of conversion
of the Debenture affected hereby. If the Holder is not converting all of the
Debenture represented by any Debenture Certificate, the Holder shall be entitled
to receive a Debenture Certificate representing the remainder of the Debenture
which is the difference between the amount of the Debenture converted and the
amount represented by the Debenture Certificate. 

Forthwith upon receiving Debenture
Certificates and written instruments evidencing the intention or deemed
intention of the Holder thereof to convert all or a portion, of the Debenture
into Units, the Company shall cause to be delivered to the Holder or mail to the
Holder at an address specified by 





	 	3	EXHIBIT 4.1 




		
      the Holder in the subscription form attached, or other
      document acceptable to the Company, certificates for the appropriate
      number of Common Shares and Warrants not exceeding those to which the
      Holder is entitled to acquire pursuant to the Debenture so
    converted.

	 	 
		
      The Company shall not be required to issue fractional
      Common Shares or Warrants upon conversion nor shall any compensation be
      made for such fractional Common Shares or Warrants, if any (except that
      the principal amount of the Debenture not so converted will be paid when
      due). If more than one Debenture shall be surrendered for conversion at
      any one time by the Holder, the number of whole Units issuable upon
      conversion thereof shall be computed on the basis of the aggregate
      principal amount of such Debentures to be converted.

	 	 
	III. 	
      REDEMPTION

	 	 
		
      This Debenture may be redeemed by the Company, without
      penalty, at any time prior to the Maturity Date, upon 30 days prior
      written notice (the “Redemption Notice”) to the Holder, and the
      Debenture shall thereafter be redeemable in whole or in part from time to
      time at the option of the Company at a price equal to the principal amount
      thereof to be redeemed plus any accrued and unpaid interest on such
      Debenture (collectively the “Redemption Amount”).

	 	 
		
      The Redemption Notice shall be given by or on behalf of
      the Company to the holder of the Debenture at least 30 days prior to the
      date (the "Redemption Date") fixed for redemption. The Redemption
      Notice shall specify, in case of a partial redemption of this Debenture,
      that part of the principal amount thereof to be so redeemed and shall
      specify the redemption date, the redemption price and places of payment
      and shall state that all interest thereon shall cease from and after the
      Redemption Date.

	 	 
		
      If the Debenture has not been converted either in whole
      or in part by the Holder, commencing on the Redemption Date, the Company
      shall deliver to the Holder who surrenders this Debenture Certificate
      which are subject of the redemption by the Company, the Redemption Amount
      in cash, and if the Debenture is being redeemed in part only, a new
      Debenture Certificate, to such Holder promptly upon receipt of this
      Debenture Certificate.

	 	 
		
      In case the Holder of this Debenture so called for
      redemption shall, within 30 days from the date fixed for redemption, fail
      so to surrender any of this Debenture or shall not within such time accept
      payment of the Redemption Amount payable in respect thereof, the Company
      shall set aside in trust for such holder such monies. Any monies shall be
      deposited in a chartered bank in Canada. Such setting aside shall for all
      purposes be deemed a payment to the Holder of the sum so set aside and to
      the extent such Debenture shall thereafter not be considered as
      outstanding and the Holder shall only have right to receive payment of the
      money so paid and deposited upon surrender and delivery up of his
      Debenture or Debentures, in which case, he shall be entitled to receipt of
      the Redemption Amount only.

	 	 
		
      If payment of the Redemption Amount of this Debenture
      which has been called for by the Company is not made upon due surrender of
      the such Debenture, the right to convert such Debenture, shall, in
      addition to all other rights that may then accrue to the Debenture Holder,
      revive and continue as if such Debenture had not been called for
      redemption.

	 	 
	IV. 	
      ADJUSTMENTS

	 	 
		 The number of Common Shares and Warrants (or other securities)
        issuable pursuant to the conversion of this Debenture shall be subject
        to adjustments in the event that the Company: 






 

	 	4	EXHIBIT 4.1 


 
	 	(a) 	
      subdivides its outstanding Common Shares;

	 	 	 
	 	(b) 	
      combines its outstanding Common Shares into a smaller
      number of Common Shares; or

	 	 	 
	 	(c) 	
      issues by reclassification of its Common Shares, other
      securities of the Company (including any such reclassification in
      connection with a consolidation, merger, amalgamation or other combination
      in which the Company is the surviving
corporation).




		
      The number of Common Shares and Warrants (or other
      securities) issuable pursuant to the conversion of this Debenture shall be
      adjusted so that the Holder shall be entitled to receive the kind and
      number of Common Shares and Warrants or other securities of the Company
      which he would have owned or have been entitled to receive after the
      happening of any of the events described above had the Debenture been
      converted immediately prior to the happening of such event or any record
      date with respect thereto. The adjustments provided for herein are
      cumulative and shall apply to successive adjustment events. If any dispute
      arises between the Company and the Holder with respect to any adjustments
      to be made in accordance with the provisions hereof, such dispute shall be
      conclusively determined by the auditors of the Company and such
      determination shall be binding upon the Company and the Holder.

	 	 	 
	V. 	
      HOLDER NOT A SHAREHOLDER

	 	 	 
		
      The holding of this Debenture evidenced by this Debenture
      Certificate shall not constitute the Holder a shareholder of the Company
      or entitle the Holder to any right or interest in respect thereof, except
      as herein provided.

	 	 	 
	VI. 	
      COVENANTS OF THE COMPANY

	 	 	 
		
      The Company hereby represents, warrants, covenants and
      agrees with the Holder as follows:

	 	 	 
		(a) 	
      The Company is duly incorporated pursuant to the laws of
      the jurisdiction of its incorporation and as at the date hereof is a valid
      and subsisting Company with the corporate capacity and power to own its
      assets and to carry on its business as presently carried on.

	 	 	 
		(b) 	
      This Debenture Certificate has been duly executed and
      delivered by the Company and is a legal, valid and binding obligation of
      the Company.

	 	 	 
		(c) 	
      The Company is duly authorized to create and issue the
      Debentures and that the Debentures, when issued, will be valid and
      enforceable against the Company and that, subject to the provisions of
      this Certificate, the Company will cause the Common Shares and Warrants
      from time to time acquired pursuant to the conversion of the Debenture
      under this Certificate and the Warrant Shares to be issued on the exercise
      of the Warrants, and the certificates representing such Common Shares,
      Warrants and Warrant Shares to be duly issued and delivered in accordance
      with this Debenture Certificate and the terms hereof. At all times prior
      to the Expiry Time on the Expiry Date, while any of the Debentures are
      outstanding, the Company shall reserve and there shall be conditionally
      allotted but unissued out of its authorized capital a sufficient number of
      Common Shares, Warrants and Warrant Shares for the purpose of enabling it
      to satisfy its obligations to issue Common Shares upon the conversion of
      all Debentures outstanding hereunder from time to time and Warrant
      Shares








	 	5	EXHIBIT 4.1 




	 		
      issuable on exercise of the Warrants. All Common Shares
      acquired pursuant to the conversion of the Debentures and Warrant Shares
      issued upon exercise shall be fully paid and non-assessable and shall have
      a par value of US$0.0001.

	 	 	 
	 	(d) 	
      That the Company will duly and punctually pay in cash or
      cause to be paid in cash to the Debenture holder the principal of and any
      interest accrued on the Debenture on the dates, at the places, in the
      manner mentioned herein. At the option of the Debenture holder, the
      Debenture holder may elect to convert an interest payment into Common
      Shares in the capital of the Company having a par value of $0.0001 per
      Common Share. The Debenture holder shall elect to convert an interest
      payment, in writing, ten (10) trading days prior to the payment date as
      defined herein. The Common Share price used in the conversion will be the
      twenty (20) trading day weighted average, commencing ten (10) trading days
      before the payment date as defined herein. For greater certainty, in the
      event that the Debenture holder does not convert an interest payment into
      Common Shares, the interest payment shall be paid in cash.

	 	 	 
	 	(e) 	
      That the Company will do, execute, acknowledge and
      deliver or cause to be done, executed, acknowledged or delivered, all
      other acts, deeds and assurances in law as the Holder may reasonably
      require for the better accomplishing and effecting the intentions and
      provisions of this Certificate.

	 	 	 
	 	(f) 	
      That the Company will, subject to the express provisions
      hereof, maintain its corporate existence and carry on and conduct the
      business in the same manner as heretofore carried on and conducted,
      provided, however, that the Company or any subsidiary thereof may cease to
      operate or may dispose of any business, premises, property or operation if
      in the opinion of the directors or officers of the Company, or any
      subsidiary thereof, as the case may be, it would be advisable and in the
      best interests of the Company or any subsidiary thereof, to do so, and,
      subject to the express provisions hereof, it will do or cause to be done,
      all things necessary to preserve and keep in full force and effect its
      corporate existence, provided, however, that nothing herein contained
      shall prevent the amalgamation, consolidation, merger, sale, winding-up or
      liquidation of the Company or any subsidiary thereof or the abandonment of
      any rights and franchises of the Company or any subsidiary thereof if
      there are reasonable grounds to believe that the Holder would not be
      prejudiced by such action and, in the opinion of the directors or officers
      of the Company or any subsidiary of the Company, as the case may, it would
      be advisable and in the best interest of the Company or of such subsidiary
      of the Company to do so.

	 	 	 
	 	(g) 	
      If the Company pays a dividend in the ordinary course to
      holders of Common Shares prior to the Expiry Time on the Expiry Date, the
      Company shall give notice to each Holder of any such dividend in the
      ordinary course not less than seven days prior to the record date
      therefore, but shall be under no obligation to pay any such dividend in
      the ordinary course to the Holder in respect of any and all Debentures
      then outstanding.

	 	 	 
	 	(h) 	
      The Company shall perform all its covenants and carry out
      all of the acts or things to be done by it as provided in this
      Certificate.




	VII. 	
      NON-TRANSFERABLE

	 	 
		
      The Debenture evidenced by this Debenture Certificate may
      not be transferred by the registered holder hereof without the prior
      written consent of the Company, and then only in compliance with
  all








	 	6	EXHIBIT 4.1 




		
      applicable securities legislation in Canada and under the
      Securities Act 1933, as amended and any applicable state securities laws.
      Any Common Share and Warrant certificate issued pursuant to this Debenture
      will bear the following legend:

	 	 	 
		
      “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) FOR SO LONG AS THE
      SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144 OR (E) PURSUANT TO
      ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
      U.S. SECURITIES ACT.”

	 	 	 
		
      "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."

	 	 	 
	VIII. 	
      SUBORDINATION OF THE HOLDER

	 	 	 
		
      The Holder hereby agrees that it shall subordinate all
      amounts due and owing under the Debenture in favour of any bank or lending
      institution of the Company and any or all of its subsidiaries providing
      interim or permanent financing to the Company and it subsidiaries as
      required. For such purposes, by accepting this Debenture Certificate the
      Holder does hereby irrevocably nominate, constitute and appoint the
      Company with full power of substitution as his true and lawful attorney
      and agent with full power and authority in his name, place and stead to
      execute all agreements and documents and complete all filings as are
      required to subordinate the Holders interest hereunder to such bank or
      lending institution.

	 	 	 
	IX. 	
      GENERAL PROVISIONS

	 	 	 
		(a) 	
      If this Debenture Certificate shall become mutilated or
      be lost, stolen or destroyed, the Company may issue and deliver a new
      Debenture Certificate upon surrender and cancellation of the mutilated
      Debenture Certificate or, in the case of a lost, stolen or destroyed
      Debenture Certificate, in lieu of and in substitution for the same. In
      case of loss, theft or destruction, the applicant for a substituted
      Debenture Certificate shall furnish to the Company such evidence of such
      loss, theft or destruction as shall be satisfactory to the Company in its
      discretion and shall also furnish an indemnity satisfactory to the Company
      in its discretion. The applicant shall pay all reasonable expenses
      incidental to the issuance of any substituted Debenture
  Certificate;

	 	 	 
		(b) 	
      A Holder may at any time prior to the Maturity Date or
      the date of conversion of the Debentures, whichever is earlier, upon
      written instructions delivered to the Company, exchange this Debenture
      Certificate for other Debenture Certificates of an
  equivalent








	 	7	EXHIBIT 4.1 




	 		
      aggregate principal amount. The Holder shall pay all
      reasonable expenses incidental to such exchange of Debenture
      Certificates;

	 	 	 
	 	(c) 	
      The Company shall not be required to deliver Certificates
      during the period when the transfer books of the Company are closed by law
      and, in the event of a surrender of Debentures for conversion into Common
      Shares during such period, the delivery of Certificates may be postponed
      for a period not exceeding 10 days after the date of the reopening of the
      transfer books;

	 	 	 
	 	(d) 	
      The parties hereto and each of them do hereby covenant
      and agree to do such things and execute such further documents, agreements
      and assurances as may be necessary or advisable from time to time in order
      to carry out the terms and conditions of this Certificate in accordance
      with their true intent;

	 	 	 
	 	(e) 	
      If any term, covenant or condition of this Certificate or
      the application thereof to any party or circumstance shall be invalid or
      unenforceable to any extent, the remainder of this Certificate or
      application of such term, covenant or condition to a party or circumstance
      other than those to which it is held invalid or unenforceable shall not be
      affected thereby and each remaining term, covenant or condition of this
      Certificate shall be valid and shall be enforceable to the fullest extent
      permitted by law;

	 	 	 
	 	(f) 	
      This Certificate constitutes the entire agreement between
      the parties hereto relating to the subject matter hereof and supersedes
      all prior and contemporaneous agreements, understandings, negotiations and
      discussions, whether oral or written, of the parties and there are no
      general or specific warranties, representations or other agreements by or
      among the parties in connection with the entering into of this Certificate
      or the subject matter hereof except as specifically set forth
    herein;

	 	 	 
	 	(g) 	
      This Certificate may be altered or amended in any of its
      provisions when any such changes are reduced to writing and signed by the
      parties hereto but not otherwise.




	X. 	
      NOTICE

	 	 
		
      Any notice or acceptance required or permitted to be
      given under the terms of this Agreement shall be sufficiently given to the
      party to whom it is addressed if delivered the party (or if such party is
      a company, or to an officer of that company), or, if forwarded by
      registered mail, return receipt requested, or, if sent by facsimile
      transmission as follows:




	 	To the Holder at: 	(the address on face page hereof
      or such other address as provided 
	 	  	by the Holder to the Company from
      time to time.) 
	 	  	  
	 	  	<> 
	 	  	  
	 	And to the Company at: 	Suite 770, 436 - 4th
      Avenue S.W. 
	 	  	Calgary, Alberta T2P 3A8 
	 	  	Facsimile: (403) 206-3993 
	 	  	  
	 	  	Attention: The President
  





 

	 	8	EXHIBIT 4.1 


or to such other address or facsimile
  number as a party may furnish in writing to the remaining parties from time
  to time. Any notice personally delivered before 4:30 p.m. local time at the
  place of delivery on a day (hereinafter called a “Business Day”) that
  is not a Saturday, Sunday or statutory holiday at the place of delivery shall
  be deemed to have been received and given on the day of delivery and any notice
  personally delivered after 4:30 p.m. local time at the place of delivery shall
  be deemed to have been received and given on the next following Business Day.
  Any notice mailed as aforesaid shall be deemed to have been received and given
  6 clear days after the day it is mailed, unless there is a postal strike or
  other disruption affecting mail delivery, in which event the notice shall be
  deemed to have been received and given when it is actually received. Any notice
  transmitted by facsimile before 4:30 p.m. local time on a Business Day at the
  place to which it is sent shall be deemed to have been received and given on
  the day of transmission and any notice transmitted by facsimile after 4:30 local
  time at the place to which it is sent shall be deemed to have been received
  and given on the next following Business Day.

 IN WITNESS WHEREOF the Company
  has caused this Debenture Certificate to be signed by its duly authorized officers
  as of , 2007. 

WESCORP ENERGY INC. 

Per:
__________________________________________

_____________________________________________
(Insert name
of Holder) 




SCHEDULE "A" 

SUBSCRIPTION FORM 

To convert the Debenture into Common Shares, complete this
form. 

TO:      WESCORP ENERGY INC.
(the "Company") 

The undersigned holder of Debenture hereby irrevocably
subscribes for ___________________ Units of the Company (or such number of other
securities to which such Debenture entitles the undersigned in lieu thereof or
in addition thereto under the provisions of the Debenture Certificate), such
purchase of Units being pursuant to the conversion privilege provided for in the
accompanying Debenture Certificate on the terms specified in the Debenture
Certificate. The undersigned hereby directs that the Units be registered as
follows: 

	1. Common Shares 	 	  	 	  
	NAME IN FULL 	 	ADDRESS 	 	NUMBER OF UNITS 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 

DATED this _____ day of __________________, 20____. 

 

	 	 	 
	Purchaser's Witness 	 	Purchaser's Signature