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
        -

       

      KARIM
        HIRJI,
        an
        individual resident in Calgary, Alberta (hereinafter called the
        "Executive")

       

      WHEREAS
        the
        Corporation wishes to employ the
        Executive as the Chief Financial Officer of the Corporation pursuant
        to the terms of this Agreement;

       

      AND
        WHEREAS
        the
        Executive wishes to accept employment
        with the Corporation as the Chief Financial Officer 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 November 1, 2004), 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 Chief Financial Officer 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 Chief Financial Officer,
                  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 Chief Financial
                  Officer;

              


      

       

      
        	 	
                (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 Chief
                  Financial Officer, 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.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      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.

       

      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:

       

      Karim
        Hirji

      2321
        -
        5th
        Avenue
        NW 

      Calgary,
        Alberta T2N 0T1

      


      e-mail:
        karim.hirji@shaw.ca


      
        
          
          

        

        
          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

              	 	
                KARIM
                  HIRJI

              


      

      


      
        
          
          

        

        17