EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      AGREEMENT
      made
      effective as of the ____ day of August, 2006.

     

    BETWEEN:

     

    CANWEST
      PETROLEUM CORPORATION,
      a body
      corporate incorporated under the laws of the State of Colorado (hereinafter
      called the "Corporation")

     

    -
      and
      -

     

    ERRIN
      KIMBALL,
      an
      individual resident in Edmonton, Alberta (hereinafter called the
      "Executive")

     

    WHEREAS
      the
      Corporation wishes to employ the
      Executive as the Vice President, Exploration of the Corporation pursuant
      to the terms of this Agreement;

     

    AND
      WHEREAS
      the
      Executive wishes to accept employment
      with the Corporation as the Vice President, Exploration of
      the
      Corporation pursuant to the terms of this Agreement;

     

    NOW
      THEREFORE
      in
      consideration of the employment of the Executive by the Corporation, and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the Parties agree as follows:

     

     

    ARTICLE
      I

    DEFINITIONS
      AND INTERPRETATION

     

     

    1.1 In
      this
      Agreement, the following terms shall have the following meanings:

     

    
      	 	
              (a)

            	
              "Act"
                means the Business
                Corporations Act (Alberta),
                as amended;

            


    

     

    
      	 	
              (b)

            	
              "affiliated"
                has the meaning set out in the Act, and an "affiliate" means one
                of two or
                more affiliated bodies corporate;

            


    

     

    
      	 	
              (c)

            	
              "Agreement"
                means this Executive Employment
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              "Base
                Fee" means the amount paid to the Executive annually by the Corporation
                pursuant to Article 5.1;

            


    

     

    
      	 	
              (e)

            	
              "Board
                of Directors" means the board of directors of the
                Corporation;

            


    

     

    
      	 	
              (f)

            	
              "Business"
                means the business of the
                Corporation;

            


    

     

    
      	 	
              (g)

            	
              "Cause"
                means any reason which would entitle the Corporation to terminate
                the
                Executive's employment without notice or payment in lieu of notice
                at
                common law, or under the provisions of any other applicable law or
                regulation and includes, without limiting the generality of the
                foregoing:

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (i)

            	
              fraud,
                misappropriation of the Corporation's property or funds, embezzlement,
                malfeasance, misfeasance or nonfeasance in office which is willfully
                or
                grossly negligent on the part of the Executive;


            


    

     

    
      	 	
              (ii)

            	
              the
                willful allowance by the Executive of his duty to the Corporation
                and his
                personal interests to come in conflict in a material way in relation
                to
                any transaction or matter that is of a substantial nature;
                or

            


    

     

    
      	 	
              (iii)

            	
              the
                material breach by the Executive of any of his covenants or obligations
                under this Agreement including, without limitation, any non-competition,
                non-solicitation or confidentiality covenants with the
                Corporation;

            


    

     

     

    
      	 	
              (h)

            	
              "Change
                of Control" means the occurrence of any of the
                following:

            


    

     

    
      	 	
              (i)

            	
              the
                acquisition, by whatever means, by a person (or two or more persons
                who in
                such acquisition have acted jointly or in concert or intend to exercise
                jointly or in concert any voting rights attaching to the securities
                acquired), directly or indirectly, of the beneficial ownership of
                such
                number of voting securities or rights to voting securities of the
                Corporation, which together with such person's then owned voting
                securities and rights to voting securities, if any, represent (assuming
                the full exercise of such rights to voting securities) more than
                30% of
                the combined voting power of the Corporation's then outstanding voting
                securities and such person's previously owned rights to voting securities;
                or

            


    

     

    
      	 	
              (ii)

            	
              the
                amalgamation, consolidation or merger of the Corporation with any
                other
                corporation pursuant to which the shareholders of the Corporation
                immediately prior to such transaction do not own voting securities
                of the
                successor or continuing corporation which would entitle them to cast
                more
                than 30% of the votes attaching to shares in the capital of the successor
                or continuing corporation which might be cast to elect directors
                of that
                corporation; or

            


    

     

    
      	 	
              (iii)

            	
              the
                election at a meeting of the Corporation's shareholders, as directors
                of
                the Corporation, of a number of persons, who were not included in
                the
                slate for election as directors proposed to the Corporation's shareholders
                by the Corporation's prior Board of Directors, and who would represent
                a
                majority of the Board of Directors, or the appointment as directors
                of the
                Corporation, of a number of persons which would represent a majority
                of
                the Board of Directors, nominated by any holder of voting shares
                of the
                Corporation or by any group of holders of voting shares of the Corporation
                acting jointly or in concert and not approved by the Corporation's
                prior
                Board of Directors;

            


    

     

    
      	 	
              (i)

            	
              "Company
                Property" includes any and all proprietary technology, financial,
                operating and training information, all works of expression and any
                copyrights in such works, current or potential business contacts
                and
                contract development information, patentable inventions, discoveries
                or
                trade secrets, and any materials, tools, equipment, devices, records,
                files, data, tapes, computer programs, computer disks, software,
                communications, letters, proposals, memoranda, lists, drawings,
                blueprints, correspondence, specifications or any other documents
                or
                property belonging to the Corporation or any Related
                Corporations;

            


    

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (j)

            	
              "Confidential
                Information" means any information of a confidential nature which
                relates
                to the Business of the Corporation or any Related Corporation, including,
                without limiting the generality of the foregoing, trade secrets,
                technical
                information, marketing strategies, sales and pricing policies, financial
                information, business, marketing or technical plans, programs, methods,
                techniques, concepts, formulas, documentation, intellectual property,
                software, industrial designs, products, geophysical studies and data,
                strategic studies, engineering information, customer and supplier
                lists,
                shareholder data and personnel information. Notwithstanding the foregoing,
                Confidential Information shall not include any information
                which:

            


    

     

     

    
      	 	
              (i)

            	
              was
                in the possession of or known to the Executive prior to joining the
                Corporation or any Related Corporation, without any obligation to
                keep it
                confidential, before it was disclosed to the Executive by the Corporation;
                or

            


    

     

    
      	 	
              (ii)

            	
              is
                or becomes public knowledge through no fault of the Executive;
                or

            


    

     

    
      	 	
              (iii)

            	
              is
                independently developed by the Executive outside the scope of his
                employment with the Corporation; or

            


    

     

    
      	 	
              (iv)

            	
              is
                disclosed by the Corporation or any Related Corporation, to another
                Person
                without any restriction on its use or disclosure;
                or

            


    

     

    
      	 	
              (v)

            	
              is
                or becomes lawfully available to the Executive from a source other
                than
                the Corporation;

            


    

     

    
      	 	
              (k)

            	
              "Effective
                Date" means the date of this Agreement, unless otherwise noted herein
                or
                agreed to by the Parties;

            


    

     

    
      	 	
              (l)

            	
              "Monthly
                Base Fee" means the annual Base Fee paid to the Executive, divided
                by
                12;

            


    

     

    
      	 	
              (m)

            	
              "Notice"
                means any notice given by one Party to the other Party in accordance
                with
                the provisions hereof;

            


    

     

    
      	 	
              (n)

            	
              "Notice
                Period" shall be 18 months plus one month for each completed year
                of
                employment by the Executive (which for the purposes of this Agreement
                shall be calculated from July 1, 2005), up to a maximum aggregate
                of 24
                months;

            


    

     

    
      	 	
              (o)

            	
              "Party"
                means one or other of the Executive and the Corporation, and "Parties"
                means the Executive and the
                Corporation;

            


    

     

    
      	 	
              (p)

            	
              "Permanent
                Disability" means a mental or physical disability whereby the Executive:
                

            


    

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (i)

            	
              is
                unable, due to illness, disease, mental or physical disability or
                similar
                cause, to fulfill his obligations as an officer of the Corporation
                for any
                consecutive 6 month period, or for any period of 12 or more months
                (whether consecutive or not) in any consecutive 24 month period;
                or

            


    

     

    
      	 	
              (ii)

            	
              is
                declared by a Court of competent jurisdiction to be mentally incompetent
                or incapable of managing his
                affairs;

            


    

     

    
      	 	
              (q)

            	
              "Person"
                includes an individual, partnership, association, body corporate,
                trustee,
                executor, administrator or legal representative, and "Persons" means
                a
                group of more than one Person;

            


    

     

    
      	 	
              (r)

            	
              "Related
                Corporation" means any subsidiary, parent company, division, affiliate,
                predecessor or successor of the
                Corporation;

            


    

     

    
      	 	
              (s)

            	
              "Term"
                means the period during which this Agreement remains in force pursuant
                to
                Article III;

            


    

     

    
      	 	
              (t)

            	
              "Termination
                Date" means the last day actively worked by the Executive for the
                Corporation; and

            


    

     

    
      	 	
              (u)

            	
              "Triggering
                Events" means any one or more of the
                following:

            


    

     

    
      	 	
              (i)

            	
              a
                material change (other than those which are clearly consistent with
                a
                promotion) in the services, position or duties of the Executive with
                the
                Corporation, responsibilities (including, without limitation, the
                office
                to which the Executive reports and the personnel which report to
                the
                Executive), title or office, which includes any removal of the Executive
                from or any failure to re-elect or re-appoint the Executive to any
                such
                positions or offices, without the prior consent of the
                Executive;

            


    

     

    
      	 	
              (ii)

            	
              the
                assignment by the Corporation to the Executive of any duties which
                are
                inconsistent with the Executive’s position, duties and responsibilities
                within the Corporation, without the prior consent of the
                Executive;

            


    

     

    
      	 	
              (iii)

            	
              any
                failure by the Corporation to continue in effect any material benefit,
                bonus, profit sharing, incentive, remuneration or compensation plan,
                stock
                ownership, stock option or stock purchase plan, pension plan or retirement
                plan in which the Executive is participating or entitled to participate
                or
                the Corporation taking any action or failing to take any action that
                would
                adversely affect the Executive's participation in or reduce his rights
                or
                benefits under or pursuant to any such plan, without in any of the
                foregoing events providing alternative rights or benefits of reasonably
                equivalent or greater value, or the Corporation failing to increase
                or
                improve such rights or benefits on a basis consistent with practices
                in
                effect with respect to the other senior executives of the
                Corporation;

            


    

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (iv)

            	
              the
                Corporation relocating the Executive to any place other than Calgary,
                Alberta without the consent of the Executive, except for required
                travel
                on the Corporation's business to an extent substantially consistent
                with
                the Executive's current duties and
                obligations;

            


    

     

    
      	 	
              (v)

            	
              the
                sale, lease or transfer by the Corporation of all or substantially
                all of
                the assets of the Corporation to any Person other than a Related
                Corporation; 

            


    

     

    
      	 	
              (vi)

            	
              approval
                by the shareholders of the Corporation of the liquidation, dissolution
                or
                winding-up of the Corporation; 

            


    

     

    
      	 	
              (vii)

            	
              any
                breach by the Corporation of any provision of this Agreement which
                is not
                rectified in all material respects within a reasonable period of
                time
                after notice of such breach has been provided by the Executive to
                the
                Corporation; 

            


    

     

    
      	 	
              (viii)

            	
              the
                failure of Christopher H. Hopkins to hold a seat on the board of
                directors
                of the Corporation for any reason whatsoever, other than a voluntary
                resignation by Mr. Hopkins; or

            


    

     

    
      	 	
              (ix)

            	
              the
                failure by the Corporation to obtain, in a form satisfactory to the
                Executive, an effective assumption of his obligations under this
                Agreement
                by any successor to the
                Corporation.

            


    

     

    1.2 The
      headings in this Agreement are inserted for convenience and ease of reference
      only, and shall not affect the construction or interpretation of this
      Agreement.

     

    1.3 All
      words
      in this Agreement importing the singular number include the plural, and vice
      versa. All words importing gender include the masculine, feminine and neuter
      genders.

     

    1.4 All
      monetary amounts are in Canadian dollars.

     

    1.5 The
      word
      "including", when following any general statement or term, is not to be
      construed as limiting the general statement or term to the specific items or
      matters set forth or to similar items or matters, but rather as permitting
      the
      general statement or term to refer to all other items or matters that could
      reasonably fall within its broadest possible scope.

     

    1.6 A
      reference to a statute includes all regulations made thereunder, all amendments
      to the statute or regulations in force from time to time, and any statute or
      regulation that supplements or supersedes such statute or
      regulations.

     

    1.7 A
      reference to an entity includes any successor to that entity.

     

    1.8 A
      reference to "approval", "authorization" or "consent’ means written approval,
      authorization or consent.

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    1.9 A
      reference to an Article is to an Article of this Agreement and the reference
      to
      a Section followed by a number or some combination of numbers and letters refers
      to the section, paragraph, subparagraph, clause or subclause of this Agreement
      so designated.

     

     

    ARTICLE
      II

    EMPLOYMENT
      OF EXECUTIVE 

     

     

    2.1 The
      Corporation agrees to employ
      the Executive as the Vice President, Exploration of the Corporation and the
      Executive agrees to accept such employment in accordance with the terms and
      conditions of this Agreement. 

     

    2.2 The
      Parties agree that the relationship between the Corporation and the Executive
      is
      that of employer and employee.

     

     

    ARTICLE
      III

    TERM
      OF AGREEMENT

     

     

    3.1 The
      Term
      of this Agreement shall be for an indefinite period commencing on the Effective
      Date, unless earlier terminated by the Corporation or the Executive pursuant
      to
      the terms and conditions of this Agreement. 

     

     

    ARTICLE
      IV

    DUTIES
      OF EXECUTIVE

     

    4.1 The
      Executive shall, during the Term:

     

    
      	 	
              (a)

            	
              perform
                the duties and responsibilities of the Vice President, Exploration,
                including all those duties and responsibilities customarily performed
                by a
                person holding the same or an equivalent position, or performing
                duties
                similar to those to be performed by the Executive, in corporations
                of a
                similar size to the Corporation, in a similar Business to that of
                the
                Corporation in Canada and publicly traded on a recognized senior
                stock
                exchange, as well as such other related duties and responsibilities
                as may
                be assigned to the Executive by the Board of Directors of the Corporation
                from time to time, provided that such other related duties and
                responsibilities are consistent with the Executive's duties as the
                Vice
                President, Exploration;

            


    

     

    
      	 	
              (b)

            	
              accept
                such other office or offices to which he may be elected or appointed
                by
                the Board of Directors of the Corporation in addition to that of
                the Vice
                President, Exploration, provided that performance of the duties and
                responsibilities associated with such office or offices shall be
                consistent with the duties provided for in Article 4.1(a);
                

            


    

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (c)

            	
              devote
                the majority of his working time, attention, efforts and skill to
                the
                performance of his duties and responsibilities as set out herein,
                and
                truly and faithfully serve the best interests of the Corporation
                at all
                times. In particular, and without limiting the generality of the
                foregoing, the Executive shall not engage in any personal activities
                or
                any employment, consulting work, trade or other business activity
                on his
                own account or on behalf of any other Person, or as a material investor
                or
                shareholder of any other business or Person that competes, conflicts
                or
                interferes with the Business or the performance of the Executive's
                duties
                under this Agreement in any way, whether directly or indirectly.
                It shall
                not be a violation of this Article 4.1(c) for the Executive to engage
                in a
                voluntary activity or other public service which does not interfere
                with
                the Executive's duties under this Agreement;
                and

            


    

     

    
      	 	
              (d)

            	
              notwithstanding
                paragraph 4.1(c), the Corporation agrees that the Executive may be
                a
                member of the board of directors of other companies provided that
                the
                holding of such position would not be in direct conflict with the
                Business
                and provided that the Board of Directors of the Corporation has granted
                prior approval to such position. 

            


    

     

     

    ARTICLE
      V

    BASE
      FEE

     

     

    5.1 During
      the Term of this Agreement, the Corporation shall pay to the Executive a fee
      of
      $250,000 per annum (the "Base Fee"), less required statutory deductions, payable
      in equal semi-monthly installments or as otherwise determined by the
      Corporation. The Executive's Base Fee will be reviewed by the Board of Directors
      of the Corporation from time to time, and may be increased (but not decreased)
      at the sole discretion of the Board of Directors, based upon such factors as
      the
      Board of Directors in its sole discretion determines are relevant, which factors
      may include the performance of the Corporation and the employment compensation
      arrangements of other corporations carrying on a similar business and of a
      similar size to the Corporation in Canada.

     

    5.2 The
      Corporation shall reimburse the Executive for all reasonable out-of-pocket
      expenses incurred in the performance of his duties and in accordance with the
      applicable policies and procedures of the Corporation, as may be amended by
      the
      Corporation at its sole discretion from time to time. All payments or
      reimbursements of expenses shall be subject to the submission by the Executive
      of appropriate vouchers, bills and receipts. 

     

     

    ARTICLE
      VI

    INCENTIVE
      PAYMENTS

     

    6.1 The
      Executive shall be entitled to participate in the Corporation's long and short
      term incentive plans (including stock option plans) and bonuses from time to
      time, in amounts and on such terms and conditions as may be determined by the
      Board of Directors of the Corporation at its sole discretion. Any such
      participation by the Executive shall be subject to the terms and conditions
      of
      the relevant plan of the Corporation, as may be amended by the Board of
      Directors of the Corporation at its sole discretion from time to time, and
      by
      the terms and conditions of any applicable agreement between the Executive
      and
      the Corporation made pursuant to such plan. 

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


     

    ARTICLE
      VII

    BENEFITS

     

    7.1 The
      Executive shall be entitled to participate in all of the employment benefits
      provided by the Corporation for its senior executive employees ("Benefits"),
      subject to the terms and conditions of the applicable benefit plans established
      by the Corporation, as may reasonably amended by the Corporation from time
      to
      time.

     

    7.2 The
      Executive shall be entitled to the use of a vehicle provided by the Corporation.
      In the event that a vehicle is not made available to the Executive, the
      Executive shall be entitled to a vehicle allowance in the amount of $1,500
      per
      month.

     

     

    ARTICLE
      VIII

    VACATION

     

    8.1 The
      Executive shall be entitled to an annual paid vacation of 30 business days.
      Vacation may be taken in such a manner and at such times as the Executive and
      the Corporation mutually agree. In the event that the Executive is unable to
      take the entitled vacation time, the Corporation and the Executive shall
      negotiate a suitable arrangement to compensate the Executive.

     

     

    ARTICLE
      IX

    TERMINATION
      BY CORPORATION

     

    9.1 Subject
      to Section 9.3, the Corporation shall be entitled to terminate this Agreement
      and the Executive's employment at any time, for any reason, upon written Notice
      to the Executive, in which case the Corporation shall provide the Executive
      with
      the following (subject to the conditions set out in Article 9.2):

     

    
      	 	
              (a)

            	
              a
                lump sum equal to the Monthly Base Fee as at the Termination Date,
                multiplied by the number of months in the Notice
                Period;

            


    

     

    
      	 	
              (b)

            	
              a
                lump sum equal to the value of the Executive's Benefits (which value
                shall
                be deemed to be the monthly cost to the Corporation excluding GST
                and
                similar taxes), multiplied by the number of months in the Notice
                Period;
                and

            


    

     

    
      	 	
              (c)

            	
              a
                further lump sum equal to the Executive's average annual bonuses
                during
                the last three fiscal years preceding the Termination Date (or, if
                the
                Executive has been employed for less than three fiscal years, then
                for the
                period of employment preceding the Termination Date), divided by
                12 and
                multiplied by the number of months in the Notice
                Period.

            


    

     

    Payment
      of the amounts set out in this Article 9.1 shall represent full and final
      settlement of any claims by the Executive against the Corporation or any Related
      Corporation, arising out of or in any way connected to the Executive's
      employment with the Corporation or any Related Corporation, or the termination
      of such employment, whether at common law or under the provision of any statute
      or regulation, or pursuant to the terms of any agreement between the
      Parties.

     


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


     

    9.2 Payment
      of the amounts set out in Article 9.1 shall be subject to the following
      conditions:

     

    
      	 	
              (a)

            	
              the
                prior execution by the Executive of a settlement agreement and release
                and
                indemnity in favour of the Corporation and any Related Corporations,
                in a
                form reasonably acceptable to the
                Corporation;

            


    

     

    
      	 	
              (b)

            	
              any
                withholdings or deductions required by law to be made by the Corporation;
                and 

            


    

     

    
      	 	
              (c)

            	
              the
                Executive's right to receive payment under Article 9.1 shall not
                be
                subject to any duty to mitigate, nor affected by any actual mitigation
                by
                the Executive.

            


    

     

     

    9.3 The
      Corporation shall be entitled to terminate this Agreement and the Executive's
      employment with the Corporation at any time, without notice, pay in lieu of
      notice or any other form of severance or termination pay, for
      Cause.

     

    9.4 Notwithstanding
      any other term or provision of this Article 9, upon termination of the
      Executive’s employment by the Corporation for any reason, the Executive shall
      receive any Base Fee and Benefits earned up to the Termination
      Date.

     

     

    ARTICLE
      X

    TERMINATION
      BY EXECUTIVE

     

    10.1 The
      Executive may terminate this Agreement and his employment with the Corporation
      by providing 60 days' prior written Notice to the Corporation. Upon termination
      of his employment pursuant to this Article 10.1, the Executive shall not be
      entitled to receive any notice or pay in lieu of notice, or any other form
      of
      severance or termination pay pursuant to this or any other agreement between
      the
      Parties.

     

    10.2 Notwithstanding
      the provision in Article 10.1, the Executive may terminate his employment with
      the Corporation and receive the payments set out in Article 10.3, upon the
      occurrence of either a Change of Control or a Triggering Event, and subject
      to
      the conditions set out in Article 10.4.

     

    10.3 Upon
      the
      occurrence of either a Change of Control or a Triggering Event, and subject
      to
      the conditions set out in Article 10.4, the Executive shall receive the
      following:

     

    
      	 	
              (a)

            	
              a
                lump sum equal to the Monthly Base Fee as at the Termination Date,
                multiplied by the number of months in the Notice
                Period;

            


    

     

    
      	 	
              (b)

            	
              a
                lump sum equal to the value of the Executive's Benefits (which value
                shall
                be deemed to be the monthly cost to the Corporation excluding GST
                and
                similar taxes), multiplied by the number of months in the Notice
                Period;
                and

            


    

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

     

    
      	 	
              (c)

            	
              a
                further lump sum equal to the Executive's average annual bonuses
                during
                the last three fiscal years preceding the Termination Date (or, if
                the
                Executive has been employed for less than three fiscal years, then
                for the
                period of employment preceding the Termination Date), divided by
                12 and
                multiplied by the number of months in the Notice
                Period.

            


    

     

    Payment
      of the amounts set out in this Article 10.3 shall represent full and final
      settlement of any claims by the Executive against the Corporation or any Related
      Corporation, arising out of or in any way connected to the Executive's
      employment with the Corporation or any Related Corporation, or the termination
      of such employment, whether at common law or under the provision of any statute
      or regulation, or pursuant to the terms of any agreement between the
      Parties.

     

    10.4 Payment
      of the amounts set out in Article 10.3 shall be subject to the following terms
      and conditions:

     

    
      	 	
              (a)

            	
              the
                prior execution by the Executive of a settlement agreement and release
                and
                indemnity in favour of the Corporation and any Related Corporations,
                in a
                form reasonably acceptable to the Corporation;


            


    

     

    
      	 	
              (b)

            	
              the
                tendering by the Executive of his resignation from any position he
                may
                hold as an officer or a director of the Corporation and any Related
                Corporations;

            


    

     

    
      	 	
              (c)

            	
              any
                withholdings or deductions required by law to be made by the Corporation
                by law; 

            


    

     

    
      	 	
              (d)

            	
              the
                Executive's right to receive the payments under Article 10.3 shall
                not be
                subject to any duty to mitigate, nor affected by any actual mitigation
                by
                the Executive; and

            


    

     

    
      	 	
              (e)

            	
              the
                receipt by the Corporation of written notice from the Executive,
                within 60
                days of the occurrence of a Change of Control or a Triggering Event,
                as
                the case may be, setting out the basis on which the Executive believes
                that a Change of Control or a Triggering Event as the case may be,
                has
                occurred.

            


    

     

     

    10.5 The
      Executive covenants and agrees to provide his full cooperation and assistance,
      in connection with the termination of his employment upon a Triggering Event,
      to
      transfer his duties and responsibilities to a replacement.

     

    10.6 Notwithstanding
      any other term or provision of this Article 10, upon termination of the
      Executive’s employment by the Executive for any reason, the Executive shall
      receive any Base Fee and Benefits earned up to the Termination
      Date.

     

    10.7 Payment
      under Article 10 shall be made on the later of the date which is 30 calendar
      days after receipt by the Corporation of the Notice referred to herein and
      the
      date which is 60 calendar days after the effective date of the Change of Control
      or Triggering Event, as the case may be.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

     

     

    ARTICLE
      XI

    TERMINATION
      UPON DEATH OR PERMANENT DISABILITY

     

     

    11.1 This
      Agreement shall automatically terminate upon the death of the
      Executive.

     

    11.2 In
      the
      event that the Executive shall suffer a Permanent Disability, the Corporation
      may terminate this Agreement and the Executive's employment by providing at
      least 30 days prior written Notice to the Executive. Upon termination of the
      Executive's employment pursuant to this Article 11.2, the Corporation shall
      have
      no further obligation to the Executive, with the exception that the Executive
      shall continue to be entitled to such insurance benefits as may be provided
      under any long term disability insurance plan, and to any benefit or entitlement
      arising from any pension plan of the Corporation.

     

     

    ARTICLE
      XII

    STOCK
      OPTIONS

     

     

    12.1 Upon
      the
      termination of the Executive for Cause under Section 9.3 or if the Executive
      terminates this Agreement pursuant to Section 10.1, only those stock options
      and
      other incentive interests held by the Executive (including, for the purposes
      hereof, those stock options and other incentive interests granted to the
      Executive by a Related Corporation) that are vested at such Termination Date
      may
      be exercised by the Executive in accordance with the terms of the relevant
      agreement, stock option plan or other incentive plans of the Corporation in
      effect at the time, as applicable, and the Executive shall have no claim to
      the
      acceleration of vesting or the exercise on any stock options and other incentive
      interests which are not fully vested as at such Termination Date other than
      under the terms of the relevant agreement, stock option plan or other incentive
      plans of the Corporation in effect at the time, as applicable. All such
      remaining unvested stock options and other incentive interests shall terminate,
      be null and void and of no further force and effect notwithstanding the terms
      of
      the relevant agreement, stock option plan or other incentive plans of the
      Corporation in effect at the time, as applicable.

     

    12.2 Upon
      termination of the Executive by reason of death or Permanent Disability, only
      those stock options and other incentive interests held by the Executive
      (including, for the purposes hereof, those stock options and other incentive
      interests granted to the Executive by a Related Corporation) which are vested
      at
      such Termination Date may be exercised by the Executive pursuant to the terms
      of
      the relevant agreement, stock option plan or other incentive plans of the
      Corporation in effect at the time, as applicable, and the Executive shall have
      no claim to the acceleration of vesting or to the exercise of any stock options
      which are not fully vested as at such Termination Date, other than under the
      terms of the relevant agreement, stock option plan or other incentive plans
      of
      the Corporation in effect at the time, as applicable. All such remaining
      unvested stock options and other incentive interests shall terminate, be null
      and void and of no further force and effect notwithstanding the terms of the
      relevant agreement, stock option plan or other incentive plans of the
      Corporation in effect at the time, as applicable.

     

    12.3 Upon
      termination of the Executive for any reason other than Cause, voluntary
      termination by the Executive, death or Permanent Disability, all stock options
      and other incentive interests held by the Executive (including, for the purposes
      hereof, those stock options and other incentive interests granted to the
      Executive by a Related Corporation) shall vest immediately and may be exercised
      pursuant to the terms of the relevant agreement, stock option plan or other
      incentive plans of the Corporation in effect at the time, as
      applicable.

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

     

     

    12.4 Notwithstanding
      subsections 12.2 and 12.3 hereof, the provisions of the Corporation's stock
      option plan, the provisions of any stock option agreement entered into between
      the Corporation (including a Related Corporation) and the Executive, and the
      provisions of any other incentive plan of the Corporation in effect at the
      time,
      the Parties agree that upon termination of the Executive pursuant to Sections
      9.1, 10.2, 11.1 or 11.2 hereof, the applicable vested stock options and other
      incentive interests may be exercised by the Executive until the earlier of
      (i)
      the original date of expiry of the stock options and other incentive interests,
      as the case may be; and (ii) two years after the Termination Date. All stock
      options and other incentive interests which remain unexercised after this time
      period shall terminate, be null and void and of no further force and effect
      notwithstanding the terms of the relevant agreement, stock option plan or other
      incentive plans of the Corporation in effect at the time, as
      applicable.

     

     

    ARTICLE
      XIII

    CONFIDENTIAL
      INFORMATION AND NON-COMPETITION 

     

     

    13.1 The
      Executive acknowledges and agrees that in performing the duties and
      responsibilities of his employment pursuant to this Agreement, he will occupy
      a
      position of high fiduciary trust and confidence with the Corporation, pursuant
      to which he will develop and acquire wide experience and knowledge with respect
      to all aspects of the Business carried on by the Corporation and its Related
      Corporations, and the manner in which such Business is conducted. It is the
      express intent and agreement of the Executive and the Corporation that such
      knowledge and experience shall be used solely and exclusively in furtherance
      of
      the Business interests of the Corporation and its Related Corporations, and
      not
      in any manner detrimental to them. The Executive therefore agrees that, so
      long
      as he is engaged by the Corporation pursuant to this Agreement, he shall not
      engage in any practice or business that competes with the Business of the
      Corporation or its Related Corporations. It shall not be considered a violation
      of this Section 13.1 for the Executive to be involved as an investor or
      shareholder in securities issued by corporations that compete directly or
      indirectly with the Business, provided that such investment does not constitute
      more than 5% of the outstanding securities of a business or corporation whose
      shares trade on a recognized stock exchange.

     

    13.2 The
      Executive agrees that during the Term, and following the termination of the
      Executive's employment for any reason, he shall treat confidentially all
      Confidential Information belonging to the Corporation or its Related
      Corporations, and shall not use or disclose the Confidential Information to
      any
      unauthorized persons, except with the prior express written consent of the
      Corporation, or otherwise as required by law.

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


     

    13.3 The
      Executive further acknowledges and agrees that pursuant to the terms of this
      Agreement, it will acquire Company Property which is and shall remain the sole
      and exclusive property of the Corporation. Upon termination of the Executive's
      employment and this Agreement for any reason, the Executive shall return to
      the
      Corporation all Company Property, together with any copies or reproductions
      thereof, which may have come into the Executive's possession during the course
      of or pursuant to this Agreement, and shall delete or destroy all computer
      files
      on its personal computer which may contain any Confidential Information
      belonging to the Corporation, or its Related Corporations.

     

    13.4 Notwithstanding
      the provision of 13.3 and 13.4, the Executive shall be permitted to disclose
      Confidential Information as required by law, regulation, government body or
      authority or by court order.

     

    13.5 The
      Executive acknowledges and agrees that the Corporation would suffer irreparable
      harm in the event that any Confidential Information or other knowledge and
      experience acquired by the Executive in relation to the business of the
      Corporation were disclosed to a competitor of the Corporation or used for a
      competitive purpose for a reasonable period of time following the termination
      of
      his employment. Accordingly, the Executive agrees that in the event his
      employment with the Corporation is terminated for Cause by the Corporation,
      or
      in the event that the Executive voluntarily resigns his employment with the
      Corporation, neither he nor any employee or agent of the Executive shall, for
      a
      period of four (4) months from the Termination Date:

     

    
      	 	
              (a)

            	
              be
                engaged, either directly or indirectly in any manner including, without
                limitation, as an officer, director, shareholder, owner, partner,
                member,
                joint venturer, employee, independent contractor, consultant, advisor
                or
                sales representative, in any business or enterprise which competes
                with
                the Business of the Corporation or any Related Corporation, as such
                business was conducted as of the Termination Date, with the exception
                that
                the Executive may be involved as an investor or shareholder in securities
                issued by corporations that compete directly or indirectly with the
                Business, provided that such investment does not constitute more
                than 5%
                of the outstanding securities of a business or corporation whose
                shares
                trade on a recognized stock
                exchange;

            


    

     

    
      	 	
              (b)

            	
              solicit,
                entice or attempt to solicit or entice, either directly or indirectly,
                any
                customer or prospective customer of the Corporation or any Related
                Corporation as at the Termination Date, to become a customer of any
                business or enterprise which competes with the Corporation or any
                Related
                Corporation for any business as such business was conducted by the
                Corporation or any Related Corporation as at the Termination Date;
                or

            


    

     

    
      	 	
              (c)

            	
              solicit
                or entice, or attempt to solicit or entice, either directly or indirectly,
                any employee of the Corporation or any Related Corporation as at
                the
                Termination Date, to become employed by or connected with any business
                or
                enterprise which competes with the Corporation or any Related Corporation
                for any business as such business was conducted by the Corporation
                or any
                Related Corporation as at the Termination Date.


            


    

     

    The
      restrictions set out in this Section 13.5 shall apply only within North America
      or to any business that directly relates to North America.

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    


     

    13.6 The
      Executive acknowledges and agrees that the Corporation will suffer harm in
      the
      event that the Executive breaches any of the obligations under this Article
      13,
      and that monetary damages would be difficult to quantify and may be inadequate
      to compensate the Corporation for such a breach. Accordingly, the Executive
      agrees that in the event of a breach or a threatened breach by the Executive
      of
      any of the provisions of this Article 13, the Corporation shall be entitled
      to
      seek, in addition to any other rights, remedies or damages available to the
      Corporation at law or in equity, an interim and permanent injunction, in order
      to prevent or restrain any such breach or threatened breach by the
      Executive.

     

    13.7 The
      Executive hereby agrees that all restrictions contained in this Article
      13 are
      reasonable and necessary to protect the legitimate proprietary interests of
      the
      Corporation, and will not unduly restrict his ability to secure comparable
      alternative employment following the termination of his employment for any
      reason. If any covenant or provision of this Article 13 is determined to be
      void
      or unenforceable in whole or in part, for any reason, it shall be deemed not
      to
      affect or impair the validity of any other covenant or provision of this
      Agreement, which shall remain in full force and effect.

     

    13.8 The
      provisions of this Article 13 shall remain in full force and effect
      notwithstanding the termination of this Agreement for any reason.

     

     

    ARTICLE
      XIV

    INDEMNIFICATION

     

     

    14.1 The
      Corporation covenants, both during and after the Executive's term of service,
      to
      indemnify and hold harmless the Executive and his heirs and legal
      representatives, to the maximum extent permitted by Colorado law or other law
      to
      which the Corporation is subject (provided that the Executive acted honestly
      and
      in good faith with a view to the best interests of the Corporation and, in
      the
      case of a criminal or administrative action or proceeding that is enforced
      by
      monetary penalty, the Executive had reasonable grounds for believing that his
      conduct was lawful), from and against:

     

    
      	 	
              (a)

            	
              all
                costs, charges, liabilities and expenses whatsoever that the Executive
                may
                sustain or incur in or about or in relation to any action, suit or
                proceeding that is brought, commenced or prosecuted against the Executive
                for or in respect of any act, deed, matter or thing whatever made,
                done or
                permitted or not made, done or permitted by the Executive in or about
                the
                execution of his duties as a director or officer of the Corporation
                or its
                subsidiaries; and

            


    

     

    
      	 	
              (b)

            	
              all
                other costs, charges, liabilities and expenses that the Executive
                may
                sustain or incur (including, without limitation, all income tax,
                sales tax
                and excise tax liabilities resulting from any payment made pursuant
                to
                this indemnity) in or about or in relation to the affairs of the
                Corporation or its subsidiaries or his position as a director or
                officer
                of the Corporation or its
                subsidiaries.

            


    

     

    14.2 The
      Corporation further agrees that any costs, charges and expenses referred to
      in
      paragraph 14.1(a) above shall be paid in advance of the final disposition of
      any
      such action or proceeding upon receipt by the Corporation of a written
      undertaking by the Executive to repay such amount if it shall ultimately be
      determined that the Executive is not entitled to be indemnified in accordance
      with the terms and conditions of this Indemnity and Colorado law.

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


     

    14.3 The
      Corporation further agrees, both during and after the Executive's term of
      service, to use its reasonable best efforts to obtain any approval or approvals
      necessary for such indemnification and to co-operate with the Executive and
      to
      provide the Executive with access to any evidence which the Corporation may
      have
      or control, which would enable the Executive to make application or obtain
      any
      approval or approvals necessary for such indemnification.

     

    14.4 The
      Corporation shall maintain a directors and officers insurance policy in such
      amounts as may be customary for corporations of a similar size and business
      and
      risk profile as the Corporation in Canada, and the Executive shall be entitled
      to the benefit of such insurance policy during the Term of the Agreement and
      for
      so long after termination of the Agreement for any reason as may be agreed
      to by
      the parties acting reasonably, for the purpose of providing continued insurance
      coverage for the benefit of the Executive for all acts or omissions covered
      by
      Article 14 that occur prior to the Termination Date.

     

    14.5 The
      provisions of this Article 14 shall remain in full force and effect
      notwithstanding the termination of this Agreement for any reason.

     

     

    ARTICLE
      XV

    NOTICES

     

     

    15.1 Any
      Notice required to be given hereunder may be provided by personal delivery,
      by
      registered mail or by facsimile to the Parties hereto at the following
      addresses:

     

    To
      the
      Corporation:

     

    CanWest
      Petroleum Corporation

    Suite
      205, 707 - 7th
      Avenue
      S.W.

    Calgary,
      Alberta T2P 3H6

     

    Attention: Chairman
      of the Board

     

    Fax: (403)
      263-9812

    


     

    To
      the
      Executive:

     

    Errin
      Kimball

    10224
      -
      50th
      Street

    Edmonton,
      Alberta T6A 2B9

    


    e-mail:
      ekimball@oilsandsquest.com


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    


    


    Any
      Notice, direction or other instrument shall, if delivered, be deemed to have
      been given and received on the business day on which it was so delivered, and
      if
      not a business day, then on the business day next following the day of delivery,
      and, if mailed, shall be deemed to have been given and received on the fifth
      day
      following the day on which it was so mailed, and, if sent by facsimile
      transmission, shall be deemed to have been given and received on the next
      business day following the day it was sent.

     

    15.2 Either
      Party may change its address for notice in the aforesaid manner.

     

     

    ARTICLE
      XVI

    GENERAL

     

     

    16.1 This
      Agreement shall be construed and enforced in accordance with the laws of the
      Province of Alberta, and the Parties hereby attorn to the non-exclusive
      jurisdiction of Alberta Courts. Should provisions in this Agreement fail to
      comply with the applicable legislation, the Agreement shall be interpreted
      in
      accordance with those statutory requirements.

     

    16.2 This
      Agreement and any other agreements expressly incorporated by reference herein,
      constitute the entire agreement between the Parties with respect to the subject
      matter hereof, and supercede and replace any and all prior agreements,
      undertakings, representations or negotiations pertaining to the subject matter
      of this Agreement. The Parties agree that they have not relied upon any verbal
      statements, representations, warranties or undertakings in order to enter into
      this Agreement. In the event of a conflict between this Agreement and any other
      agreement expressly incorporated by reference herein, the terms of this
      Agreement shall prevail.

     

    16.3 This
      Agreement may not be amended or modified in any way except by written instrument
      signed by the Parties hereto.

     

    16.4 This
      Agreement shall enure to the benefit of and be binding upon the Parties hereto,
      together with their personal representatives, successors and permitted
      assigns.

     

    16.5 This
      Agreement is a personal services agreement and may not be assigned by either
      Party without the prior written consent of the other Party.

     

    16.6 The
      waiver by either Party of any breach of the provisions of this Agreement shall
      not operate or be construed as a waiver by that Party of any other breach of
      the
      same or any other provision of this Agreement.

     

    16.7 The
      Parties agree to execute and deliver such further and other documents, and
      perform or cause to be performed such further and other acts and things as
      may
      be necessary or desirable in order to give full force and effect to this
      Agreement.

     

    16.8 The
      Executive agrees that following the termination of the Executive's employment
      with the Corporation for any reason, the Executive shall tender his resignation
      from any position he may hold as an officer or director of the Corporation
      or
      any Related Corporation.

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


     

    16.9 In
      the
      event of a Change of Control, the Corporation will use its reasonable commercial
      efforts to obtain and pay for directors' and officers' liability insurance
      on a
      "trailing" or "run off" basis for the Executive, covering claims made prior
      to
      or within six years from the date of the Change of Control, such insurance
      to
      provide coverage substantially equivalent in scope and coverage to that provided
      by the Corporation's directors and officers insurance policy, if any, in effect
      immediately prior to the Change of Control.

     

    16.10 The
      Corporation agrees to co-operate with the Executive, to the extent permitted
      by
      applicable tax laws, so as to permit the Executive to consider payments
      hereunder on termination of employment to be retirement benefits.

     

    16.11 Should
      any provision in this Agreement be found to be invalid, illegal or
      unenforceable, the validity, legality or enforceability of the remaining
      provisions of the Agreement shall not be affected or impaired thereby in any
      way.

     

    IN
      WITNESS WHEREOF the Parties hereto acknowledge and agree that they have read
      and
      understand the terms of this Agreement, and that they have had an opportunity
      to
      seek independent legal advice prior to entering into this Agreement, and that
      they have executed this Agreement with full force and effect from the date
      first
      written above.

     

    


     

    
      	 	 	
              CANWEST
                PETROLEUM CORPORATION

            
	 	 	 	 	 
	 	 	 	
              Per:

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              Per:

            	 
	 	 	 	 	 


    

    


    


    
      	 	 	 
	 	 	 
	 	 	 
	
              Witness

            	 	
              ERRIN
                KIMBALL

            


    

    


    
      
         

      

      
        17