SUPPORT
      AGREEMENT
      ("Agreement")
      made
      as of the 14th
      day
      of
      August, 2006. 

     

    BETWEEN:

     

    CANWEST
      PETROLEUM CORPORATION,
      a
      corporation existing under the laws of the State of Colorado (hereinafter
      referred to as "Acquirer")

     

    -
      and
      -

     

    1259882
      ALBERTA LTD.,
      a
      corporation existing under the laws of the Province of Alberta (hereinafter
      referred to as "Callco")

     

    -
      and
      -

     

    OILSANDS
      QUEST INC.,
      a
      corporation existing under the laws of Alberta (hereinafter referred to as
      "Canco")

     

     

    WHEREAS
      in connection with a reorganization agreement (the "Reorganization
      Agreement")
      made
      as of June 9, 2006, as amended and restated from time to time, between Acquirer
      and Canco, Canco is to reorganize its share capital and issue exchangeable
      shares (the "Exchangeable
      Shares")
      to
      certain holders of common shares in the capital of Canco pursuant to the
      Reorganization contemplated by the Reorganization Agreement; and

     

    WHEREAS
      pursuant to the Reorganization Agreement, Acquirer has agreed to, and to cause
      Canco to, execute a support agreement substantially in the form of this
      Agreement on the Effective Time (as defined in the Reorganization
      Agreement);

     

    NOW
      THEREFORE in consideration of the respective covenants and agreements provided
      in this Agreement and for other good and valuable consideration (the receipt
      and
      sufficiency of which are hereby acknowledged), the parties hereto covenant
      and
      agree as follows:

     

     

    ARTICLE 1

    INTERPRETATION

     

    
      	
              1.1

            	
              DEFINED
                TERMS

            


    

     

    Each
      term
      denoted herein by initial capital letters and not otherwise defined herein
      shall
      have the meaning ascribed thereto in the rights, privileges, restrictions and
      conditions (collectively, the "Exchangeable
      Share Provisions")
      attaching to the Exchangeable Shares attached as Schedule D to the
      Reorganization Agreement and as set out in the Articles of Canco, unless the
      context requires otherwise.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              1.2

            	
              INTERPRETATION
                NOT AFFECTED BY HEADINGS

            


    

     

    The
      division of this agreement into articles, sections and other portions and the
      insertion of headings are for convenience of reference only and shall not affect
      the construction or interpretation hereof. Unless otherwise indicated, all
      references to an "Article" or "Section" followed by a number refer to the
      specified Article or Section of this Agreement. The terms "this Agreement,"
      "hereof," "herein" and "hereunder" and similar expressions refer to this
      agreement and not to any particular Article, Section or other portion hereof
      and
      include any agreement or instrument supplementary or ancillary
      hereto.

     

    
      	
              1.3

            	
              RULES
                OF CONSTRUCTION

            


    

     

    Unless
      otherwise specifically indicated or the context otherwise requires, (a) all
      references to "dollars" or "$" mean United States dollars, (b) words importing
      the singular shall include the plural and vice versa and words importing any
      gender shall include all genders, and (c) "include," "includes" and "including"
      shall be deemed to be followed by the words "without limitation."

     

    
      	
              1.4

            	
              DATE
                FOR ANY ACTION

            


    

     

    If
      the
      event that any date on which any action is required to be taken hereunder by
      any
      of the parties hereto is not a Business Day, such action shall be required
      to be
      taken on the next succeeding day that is a Business Day.

     

     

    ARTICLE 2

    COVENANTS
      OF ACQUIRER AND CANCO

     

    
      	
              2.1

            	
              COVENANTS
                REGARDING EXCHANGEABLE
                SHARES

            


    

     

    So
      long
      as any Exchangeable Shares not owned by Acquirer or its affiliates as defined
      in
      the ABCA ("Affiliates")
      are
      outstanding, Acquirer will:

     

    
      	 	
              (a)

            	
              not
                declare or pay any dividend on the Acquirer Shares unless (i) Canco
                shall
                (w) simultaneously declare or pay, as the case may be, an equivalent
                dividend or other distribution economically equivalent thereto (as
                provided for in the Exchangeable Share Provisions) on the Exchangeable
                Shares (an "Equivalent
                Dividend")
                and (x) Canco shall have sufficient money or other assets or authorized
                but unissued securities available to enable the due declaration and
                the
                due and punctual payment, in accordance with applicable law and the
                terms
                of the Exchangeable Share Provisions, of any such Equivalent Dividend,
                or,
                if the dividend or other distribution is a stock dividend or distribution
                of stock, in lieu of such dividend (ii) Canco shall (y) effect a
                corresponding, contemporaneous and economically equivalent subdivision
                of
                the Exchangeable Shares (as provided for in the Exchangeable Share
                Provisions) (an "Equivalent
                Stock Subdivision"),
                and (z) have sufficient authorized but unissued securities available
                to
                enable the Equivalent Stock
                Subdivision;

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (b)

            	
              advise
                Canco sufficiently in advance of the declaration by Acquirer of any
                dividend on Acquirer Shares and take all such other actions as are
                reasonably necessary, in cooperation with Canco, to ensure that (i)
                the
                respective declaration date, record date and payment date for an
                Equivalent Dividend on the Exchangeable Shares shall be the same
                as the
                declaration date, record date and payment date for the corresponding
                dividend on the Acquirer Shares, or (ii) the record date and effective
                date for an Equivalent Stock Subdivision shall be the same as the
                record
                date and payment date for the stock dividend on the Acquirer Shares
                and
                that such dividend on the Exchangeable Shares will correspond with
                any
                requirement of the principal stock exchange on which the Exchangeable
                Shares are listed;

            


    

     

    
      	 	
              (c)

            	
              ensure
                that the record date for any dividend declared on Acquirer Shares
                is not
                less than 10 Business Days after the declaration date of such
                dividend;

            


    

     

    
      	 	
              (d)

            	
              take
                all such actions and do all such things as are reasonably necessary
                or
                desirable to enable and permit Canco, in accordance with applicable
                law,
                to pay and otherwise perform its obligations with respect to the
                satisfaction of the Liquidation Amount, the Retraction Price or the
                Redemption Price in respect of each issued and outstanding Exchangeable
                Share (other than Exchangeable Shares owned by Acquirer or its Affiliates)
                upon the liquidation, dissolution or winding-up of Canco or any other
                distribution of the assets of Canco among its shareholders for the
                purpose
                of winding-up its affairs, the delivery of a Retraction Request by
                a
                holder of Exchangeable Shares or a redemption of Exchangeable Shares
                by
                Canco, as the case may be, including all such actions and all such
                things
                as are necessary or desirable to enable and permit Canco to cause
                to be
                delivered Acquirer Shares to the holders of Exchangeable Shares in
                accordance with the provisions of Article 5, 6 or 7, as the case
                may be,
                of the Exchangeable Share Provisions and cash and other property
                in
                respect of declared and unpaid dividends;


            


    

     

    
      	 	
              (e)

            	
              take
                all such actions and do all such things as are reasonably necessary
                or
                desirable to enable and permit Callco, in accordance with applicable
                law,
                to perform its obligations arising upon the exercise by it of the
                Liquidation Call Right, the Retraction Call Right or the Redemption
                Call
                Right, including all such actions and all such things as are necessary
                or
                desirable to enable and permit Callco to cause to be delivered Acquirer
                Shares to the holders of Exchangeable Shares in accordance with the
                provisions of the Liquidation Call Right, the Retraction Call Right
                or the
                Redemption Call Right, as the case may be, and cash and other property
                in
                respect of declared and unpaid dividends;
                and

            


    

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (f)

            	
              not
                (and will ensure that Callco or any of its Affiliates does not) exercise
                its vote as a shareholder to initiate the voluntary liquidation,
                dissolution or winding-up of Canco or any other distribution of the
                assets
                of Canco among its shareholders for the purpose of winding up its
                affairs
                nor take any action or omit to take any action (and Acquirer will
                not
                permit Callco or any of its Affiliates to take any action or omit
                to take
                any action) that is designed to result in the liquidation, dissolution
                or
                winding up of Canco or any other distribution of the assets of Canco
                among
                its shareholders for the purpose of winding up its
                affairs.

            


    

     

    
      	
              2.2

            	
              SEGREGATION
                OF FUNDS

            


    

     

    
      	 	
              (a)

            	
              Acquirer
                will cause Canco to deposit a sufficient amount of funds in a separate
                account of Canco and segregate a sufficient amount of such other
                assets
                and property as is necessary to enable Canco to pay dividends when
                due and
                to pay or otherwise satisfy its respective obligations under
                Article 5, 6 or 7 of the Exchangeable Share Provisions or, if
                required, to pay the purchase price for Acquirer Shares as contemplated
                by
                Section 2.5,
                as applicable.

            


    

     

    
      	 	
              (b)

            	
              Acquirer
                will cause Callco to deposit a sufficient amount of funds in a separate
                account of Callco and segregate a sufficient amount of such other
                assets
                and property as is necessary to enable Callco to pay the purchase
                price
                for Acquirer Shares as contemplated by Section 2.5.

            


    

     

    
      	
              2.3

            	
              RESERVATION
                OF ACQUIRER SHARES

            


    

     

    Acquirer
      hereby represents, warrants and covenants in favour of Canco and Callco that
      Acquirer has reserved for issuance and will, at all times while any Exchangeable
      Shares (other than Exchangeable Shares held by Acquirer or its Affiliates)
      are
      outstanding, keep available, free from preemptive and other rights, out of
      its
      authorized and unissued capital stock such number of Acquirer Shares (or other
      shares or securities into which Acquirer Shares may be reclassified or changed
      as contemplated by Section 2.7
      hereof):
      (a) as is equal to the sum of (i) the number of Exchangeable Shares issued
      and
      outstanding from time to time; and (ii) the number of Exchangeable Shares
      issuable upon the exercise of all rights to acquire Exchangeable Shares
      outstanding from time to time and (b) as are now and may hereafter be required
      to enable and permit Acquirer to meet its obligations under the Voting and
      Exchange Trust Agreement, to enable and permit Callco to meet its obligations
      arising upon exercise by it of each of the Liquidation Call Right, the
      Retraction Call Right and the Redemption Call Right and to enable and permit
      Canco to meet its obligations hereunder and under the Exchangeable Share
      Provisions.

     

    
      	
              2.4

            	
              NOTIFICATION
                OF CERTAIN EVENTS

            


    

     

    In
      order
      to assist Acquirer in compliance with its obligations hereunder and to permit
      Callco to exercise the Liquidation Call Right, the Retraction Call Right and
      the
      Redemption Call Right, Canco will notify Acquirer and Callco of each of the
      following events at the times set forth below:

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (a)

            	
              in
                the event of any determination by the Board of Directors of Canco
                to
                institute voluntary liquidation, dissolution or winding-up proceedings
                with respect to Canco or to effect any other distribution of the
                assets of
                Canco among its shareholders for the purpose of winding up its affairs,
                at
                least 60 days prior to the proposed effective date of such liquidation,
                dissolution, winding-up or other
                distribution;

            


    

     

    
      	 	
              (b)

            	
              promptly,
                upon the earlier of receipt by Canco of notice of or Canco otherwise
                becoming aware of any threatened or instituted claim, suit, petition
                or
                other proceeding with respect to the involuntary liquidation, dissolution
                or winding-up of Canco or to effect any other distribution of the
                assets
                of Canco among its shareholders for the purpose of winding up its
                affairs;

            


    

     

    
      	 	
              (c)

            	
              promptly,
                upon receipt by Canco of a Retraction
                Request;

            


    

     

    
      	 	
              (d)

            	
              promptly
                following the date on which notice of redemption is given to holders
                of
                Exchangeable Shares, upon the determination of a Redemption Date
                in
                accordance with the Exchangeable Share Provisions;
                and

            


    

     

    
      	 	
              (e)

            	
              promptly
                upon the issuance by Canco of any Exchangeable Shares or rights to
                acquire
                Exchangeable Shares.

            


    

     

    
      	
              2.5

            	
              DELIVERY
                OF ACQUIRER SHARES TO CANCO AND
                CALLCO

            


    

     

    In
      furtherance of its obligations under Sections 2.1(d)
      and
(e)
      hereof,
      upon notice from Canco or Callco of any event that requires Canco or Callco
      to
      cause to be delivered Acquirer Shares to any holder of Exchangeable Shares,
      Acquirer shall forthwith issue and deliver the requisite number of Acquirer
      Shares to be received by, and issued to or to the order of, the former holder
      of
      the surrendered Exchangeable Shares, as Canco or Callco shall direct. All such
      Acquirer Shares shall be duly authorized, validly issued and fully paid and
      non-assessable and shall be free and clear of any lien, claim or encumbrance.
      In
      consideration of the issuance and delivery of such Acquirer Shares, Callco
      or
      Canco, as the case may be, shall pay a purchase price equal to the fair market
      value of such Acquirer Shares.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    
      	
              2.6

            	
              QUALIFICATION
                OF ACQUIRER SHARES

            


    

     

    Acquirer
      covenants that if any Acquirer Shares (or other shares or securities into which
      Acquirer Shares may be reclassified or changed as contemplated by
      Section 2.7
      hereof)
      to be issued and delivered hereunder (including for greater certainty, pursuant
      to the Exchangeable Share Provisions, or pursuant to the Change of Law Call
      Right, Exchange Right or the Automatic Exchange Rights (all as defined in the
      Voting and Exchange Trust Agreement)) require registration or qualification
      with, or approval of, or the filing of any document, including any prospectus
      or
      similar document, the taking of any proceeding with, or the obtaining of any
      order, ruling or consent from, any governmental or regulatory authority under
      any Canadian or United States federal, provincial, territorial or state
      securities or other law or regulation or pursuant to the rules and regulations
      of any securities or other regulatory authority, or the fulfilment of any other
      United States or Canadian legal requirement (collectively, the "Applicable
      Laws")
      before
      such shares (or other shares or securities into which Acquirer Shares may be
      reclassified or changed as contemplated by Section 2.7
      hereof)
      may be issued and delivered by Acquirer at the direction of Canco or Callco,
      if
      applicable, to the holder of surrendered Exchangeable Shares or in order that
      such shares (or other shares or securities into which Acquirer Shares may be
      reclassified or changed as contemplated by Section 2.7
      hereof)
      may be freely traded thereafter (other than any restrictions of general
      application on transfer by reason of a holder being a "control person" of
      Acquirer for purposes of Canadian provincial securities law or an "affiliate"
      of
      Acquirer for purposes of United States federal or state securities law),
      Acquirer will use its reasonable best efforts and in good faith expeditiously
      take all such actions and do all such things as are necessary or desirable
      and
      within its power to cause such Acquirer Shares (or other shares or securities
      into which Acquirer Shares may be reclassified or changed as contemplated by
      Section 2.7
      hereof)
      to be and remain duly registered, qualified or approved under United States
      and/or Canadian law, as the case may be, to the extent expressly provided in
      the
      Reorganization Agreement. Acquirer will use its reasonable best efforts and
      in
      good faith expeditiously take all such actions and do all such things as are
      reasonably necessary or desirable to cause all Acquirer Shares (or other shares
      or securities into which Acquirer Shares may be reclassified or changed as
      contemplated by Section 2.7
      hereof)
      to be delivered hereunder to be listed, quoted or posted for trading on all
      stock exchanges and quotation systems on which outstanding Acquirer Shares
      (or
      other shares or securities into which Acquirer Shares may be reclassified or
      changed as contemplated by Section 2.7
      hereof)
      are listed and are quoted or posted for trading at such time.

     

    
      	
              2.7

            	
              ECONOMIC
                EQUIVALENCE

            


    

     

    So
      long
      as any Exchangeable Shares not owned by Acquirer or its Affiliates are
      outstanding:

     

    
      	 	
              (a)

            	
              Acquirer
                will not, without prior approval of Canco and the prior approval
                of the
                holders of the Exchangeable Shares given in accordance with Section
                13.2
                of the Exchangeable Share
                Provisions:

            


    

     

    
      	 	
              (i)

            	
              issue
                or distribute Acquirer Shares (or securities exchangeable for or
                convertible into or carrying rights to acquire Acquirer Shares) to
                the
                holders of all or substantially all of the then outstanding Acquirer
                Shares by way of stock dividend or other distribution, other than
                an issue
                of Acquirer Shares (or securities exchangeable for or convertible
                into or
                carrying rights to acquire Acquirer Shares) to holders of Acquirer
                Shares
                who (A) exercise an option to receive dividends in Acquirer Shares
                (or
                securities exchangeable for or convertible into or carrying rights
                to
                acquire Acquirer Shares) in lieu of receiving cash dividends, or
                (B)
                pursuant to any dividend reinvestment plan or scrip dividend;
                or

            


    

     

    
      	 	
              (ii)

            	
              issue
                or distribute rights, options or warrants to the holders of all or
                substantially all of the then outstanding Acquirer Shares entitling
                them
                to subscribe for or to purchase Acquirer Shares (or securities
                exchangeable for or convertible into or carrying rights to acquire
                Acquirer Shares); or

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (iii)

            	
              issue
                or distribute to the holders of all or substantially all of the then
                outstanding Acquirer Shares (A) shares or securities of Acquirer
                of any
                class other than Acquirer Shares (other than shares convertible into
                or
                exchangeable for or carrying rights to acquire Acquirer Shares),
                (B)
                rights, options or warrants other than those referred to in
                Section 2.7(a)(ii)
                above, (C) evidences of indebtedness of Acquirer or (D) assets of
                Acquirer,

            


    

     

    unless
      the economic equivalent on a per Exchangeable Share basis of such rights,
      options, warrants, securities, shares, evidences of indebtedness or other assets
      is issued or distributed simultaneously to holders of the Exchangeable Shares;
      provided that, for greater certainty, the above restrictions shall not apply
      to
      any securities issued or distributed by Acquirer in order to give effect to
      and
      to consummate the transactions contemplated by, and in accordance with, the
      Reorganization Agreement.

     

    
      	 	
              (b)

            	
              Acquirer
                will not without the prior approval of Canco and the prior approval
                of the
                holders of the Exchangeable Shares given in accordance with Section
                13.2
                of the Exchangeable Share
                Provisions:

            


    

     

    
      	 	
              (i)

            	
              subdivide,
                redivide or change the then outstanding Acquirer Shares into a greater
                number of Acquirer Shares; or

            


    

     

    
      	 	
              (ii)

            	
              reduce,
                combine, consolidate or change the then outstanding Acquirer Shares
                into a
                lesser number of Acquirer Shares;
                or

            


    

     

    
      	 	
              (iii)

            	
              reclassify
                or otherwise change Acquirer Shares or effect an amalgamation, merger,
                reorganization or other transaction affecting the Acquirer
                Shares,

            


    

     

    unless
      the same or an economically equivalent change shall simultaneously be made
      to,
      or in the rights of the holders of, the Exchangeable Shares; provided that,
      for
      greater certainty, the above restrictions shall not apply to any securities
      issued or distributed by Acquirer in order to give effect to and to consummate
      the transactions contemplated by, and in accordance with, the Reorganization
      Agreement.

     

    
      	 	
              (c)

            	
              Acquirer
                will ensure that the record date for any event referred to in
                Section 2.7(a)
                or
                2.7(b)
                above, or (if no record date is applicable for such event) the effective
                date for any such event, is not less than five Business Days after
                the
                date on which such event is declared or announced by Acquirer (with
                contemporaneous notification thereof by Acquirer to
                Canco).

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (d)

            	
              The
                Board of Directors of Canco shall determine, in good faith and in
                its sole
                discretion, economic equivalence for the purposes of any event referred
                to
                in Section 2.7(a)
                or
                2.7(b)
                above and each such determination shall be conclusive and binding
                on
                Acquirer and the holders of Exchangeable Shares. In making each such
                determination, the following factors shall, without excluding other
                factors determined by the Board of Directors of Canco to be relevant,
                be
                considered by the Board of Directors of
                Canco:

            


    

     

    
      	 	
              (i)

            	
              in
                the case of any stock dividend or other distribution payable in Acquirer
                Shares, the number of such shares issued as a result of any stock
                dividend
                or other distribution in proportion to the number of Acquirer Shares
                previously outstanding;

            


    

     

    
      	 	
              (ii)

            	
              in
                the case of the issuance or distribution of any rights, options or
                warrants to subscribe for or purchase Acquirer Shares (or securities
                exchangeable for or convertible into or carrying rights to acquire
                Acquirer Shares), the relationship between the exercise price of
                each such
                right, option or warrant and the Current Market Price, the volatility
                of
                the Acquirer Shares and the term of any such
                instrument;

            


    

     

    
      	 	
              (iii)

            	
              in
                the case of the issuance or distribution of any other form of property
                (including any shares or securities of Acquirer of any class other
                than
                Acquirer Shares, any rights, options or warrants other than those
                referred
                to in Section 2.7(d)(ii)
                above, any evidences of indebtedness of Acquirer or any assets of
                Acquirer), the relationship between the fair market value (as determined
                by the Board of Directors of Canco in the manner above contemplated)
                of
                such property to be issued or distributed with respect to each outstanding
                Acquirer Share and the Current Market
                Price;

            


    

     

    
      	 	
              (iv)

            	
              in
                the case of any subdivision, redivision or change of the then outstanding
                Acquirer Shares into a greater number of Acquirer Shares or the reduction,
                combination, consolidation or change of the then outstanding Acquirer
                Shares into a lesser number of Acquirer Shares or any amalgamation,
                merger, reorganization or other transaction affecting Acquirer Shares,
                the
                effect thereof upon the then outstanding Acquirer Shares;
                and

            


    

     

    
      	 	
              (v)

            	
              in
                all such cases, the general taxation consequences of the relevant
                event to
                holders of Exchangeable Shares to the extent that such consequences
                may
                differ from the taxation consequences to holders of Acquirer Shares
                as a
                result of differences between taxation laws of Canada and the United
                States (except for any differing consequences arising as a result
                of
                differing marginal taxation rates and without regard to the individual
                circumstances of holders of Exchangeable
                Shares).

            


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (e)

            	
              Canco
                agrees that, to the extent required, upon due notice from Acquirer,
                Canco
                will use its best efforts to take or cause to be taken such steps
                as may
                be necessary for the purposes of ensuring that appropriate dividends
                are
                paid or other distributions are made by Canco, or subdivisions,
                redivisions or changes are made to the Exchangeable Shares, in order
                to
                implement the required economic equivalent with respect to the Acquirer
                Shares and Exchangeable Shares as provided for in this Section
                2.7.

            


    

     

    
      	
              2.8

            	
              TENDER
                OFFERS

            


    

     

    For
      so
      long as Exchangeable Shares remain outstanding (not including Exchangeable
      Shares held by Acquirer and its Affiliates), in the event that a tender offer,
      share exchange offer, issuer bid, take-over bid or similar transaction with
      respect to Acquirer Shares (an "Offer")
      is
      proposed by Acquirer or is proposed to Acquirer or its shareholders and is
      recommended by the Board of Directors of Acquirer, or is otherwise effected
      or
      to be effected with the consent or approval of the Board of Directors of
      Acquirer, and the Exchangeable Shares are not redeemed by Canco or purchased
      by
      Callco pursuant to the Redemption Call Right, Acquirer will use its reasonable
      best efforts expeditiously and in good faith to take all such actions and do
      all
      such things as are necessary or desirable to enable and permit holders of
      Exchangeable Shares (other than Acquirer and its Affiliates) to participate
      in
      such Offer to the same extent and on an economically equivalent basis as the
      holders of Acquirer Shares, without discrimination. Without limiting the
      generality of the foregoing, Acquirer will use its reasonable best efforts
      expeditiously and in good faith to ensure that holders of Exchangeable Shares
      may participate in each such Offer without being required to retract
      Exchangeable Shares as against Canco (or, if so required, to ensure that any
      such retraction, shall be effective only upon, and shall be conditional upon,
      the closing of such Offer and only to the extent necessary to tender or deposit
      to the Offer). Nothing herein shall affect the rights of Canco to redeem (or
      Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares,
      as applicable, in the event of an Acquirer Control Transaction.

     

    
      	
              2.9

            	
              OWNERSHIP
                OF OUTSTANDING SHARES

            


    

     

    Without
      the prior approval of Canco and the prior approval of the holders of the
      Exchangeable Shares given in accordance with Section 13.2 of the Exchangeable
      Share Provisions, Acquirer covenants and agrees in favour of Canco that, as
      long
      as any outstanding Exchangeable Shares are owned by any Person other than
      Acquirer or any of its Affiliates, Acquirer will be and remain the direct or
      indirect beneficial owner of all issued and outstanding voting shares in the
      capital of Canco and Callco. Notwithstanding the foregoing, Acquirer shall
      not
      be in violation of this section if any person or group of persons acting jointly
      or in concert acquires all or substantially all of the assets of Acquirer or
      the
      Acquirer Shares pursuant to any merger of Acquirer pursuant to which Acquirer
      was not the surviving corporation.

     

    
      	
              2.10

            	
              ACQUIRER
                AND AFFILIATES NOT TO VOTE EXCHANGEABLE
                SHARES

            


    

     

    Acquirer
      and Callco each covenants and agrees that it will not, and will cause its
      Affiliates not to, exercise any voting rights which may be exercisable by
      holders of Exchangeable Shares from time to time pursuant to the Exchangeable
      Share Provisions or pursuant to the provisions of the ABCA (or any successor
      or
      other corporate statute by which Canco may in the future be governed) with
      respect to any Exchangeable Shares held by it or by its Affiliates in respect
      of
      any matter considered at any meeting of holders of Exchangeable
      Shares.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


     

    
      	
              2.11

            	
              RULE
                10B-18 PURCHASES

            


    

     

    For
      greater certainty, nothing contained in this Agreement, including the
      obligations of Acquirer contained in Section 2.8
      hereof,
      shall limit the ability of Acquirer or Canco to make a "Rule l0b-18 purchase"
      of
      Acquirer Shares pursuant to Rule 10b-18 of the United States Securities
      Exchange Act of
      1934,
      as
      amended, or any successor rule.

     

     

    ARTICLE 3

    ACQUIRER
      SUCCESSORS

     

    
      	
              3.1

            	
              CERTAIN
                REQUIREMENTS IN RESPECT OF COMBINATION,
                ETC.

            


    

     

    Neither
      Acquirer nor Callco shall consummate any transaction (whether by way of
      reconstruction, reorganization, consolidation, merger, transfer, sale, lease
      or
      otherwise) whereby all or substantially all of its undertaking, property and
      assets would become the property of any other Person or, in the case of a
      merger, of the continuing corporation resulting therefrom unless, but may do
      so
      if:

     

    
      	 	
              (a)

            	
              such
                other Person or continuing corporation (the "Acquirer
                Successor")
                by operation of law, becomes, without more, bound by the terms and
                provisions of this Agreement or, if not so bound, executes, prior
                to or
                contemporaneously with the consummation of such transaction, an agreement
                supplemental hereto and such other instruments (if any) as are reasonably
                necessary or advisable to evidence the assumption by the Acquirer
                Successor of liability for all moneys payable and property deliverable
                hereunder and the covenant of such Acquirer Successor to pay and
                deliver
                or cause to be delivered the same and its agreement to observe and
                perform
                all the covenants and obligations of Acquirer or Callco, as the case
                may
                be, under this Agreement; 

            


    

     

    
      	 	
              (b)

            	
              in
                the event that the Acquirer Shares are reclassified or otherwise
                changed
                as part of such transaction, the same or an economically equivalent
                change
                is simultaneously made to, or in the rights of the holders of, the
                Exchangeable Shares; and

            


    

     

    
      	 	
              (c)

            	
              such
                transaction shall be upon such terms and conditions as substantially
                to
                preserve and not to impair in any material respect any of the rights,
                duties, powers and authorities of the other parties hereunder or
                the
                holders of Exchangeable Shares.

            


    

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


     

    
      	
              3.2

            	
              VESTING
                OF POWERS IN SUCCESSOR

            


    

     

    Whenever
      the conditions of Section 3.1
      have
      been duly observed and performed, the parties, if required by
      Section 3.1,
      shall
      execute and deliver the supplemental agreement provided for in
      Section 3.1(a)
      and
      thereupon the Acquirer Successor shall possess and from time to time may
      exercise each and every right and power of Acquirer or Callco, as the case
      may
      be, under this Agreement in the name of Acquirer or otherwise and any act or
      proceeding by any provision of this Agreement required to be done or performed
      by the Board of Directors of Acquirer or any officers of Acquirer may be done
      and performed with like force and effect by the directors or officers of such
      Acquirer Successor.

     

    
      	
              3.3

            	
              WHOLLY-OWNED
                SUBSIDIARIES

            


    

     

    Nothing
      herein shall be construed as preventing the amalgamation or merger of any
      wholly-owned direct or indirect subsidiary of Acquirer (other than Canco or
      Callco) with or into Acquirer or the winding-up, liquidation or dissolution
      of
      any wholly-owned subsidiary of Acquirer provided that all of the assets of
      such
      subsidiary are transferred to Acquirer or another wholly-owned direct or
      indirect subsidiary of Acquirer and any such transactions are expressly
      permitted by this Article 3.

     

    
      	
              3.4

            	
              SUCCESSORSHIP
                TRANSACTION

            


    

     

    Notwithstanding
      the foregoing provisions of Article 3,
      in the
      event of an Acquirer Control Transaction:

     

    
      	 	
              (a)

            	
              in
                which Acquirer merges or amalgamates with, or in which all or
                substantially all of the then outstanding Acquirer Shares are acquired
                by,
                one or more other corporations to which Acquirer is, immediately
                before
                such merger, amalgamation or acquisition, "related" within the meaning
                of
                the ITA (otherwise than by virtue of a right referred to in paragraph
                251(5)(b) thereof);

            


    

     

    
      	 	
              (b)

            	
              which
                does not result in an acceleration of the Redemption Date in accordance
                with paragraph (b) of that definition;
                and

            


    

     

    
      	 	
              (c)

            	
              in
                which all or substantially all of the then outstanding Acquirer Shares
                are
                converted into or exchanged for shares or rights to receive such
                shares
                (the "Other Shares") of another corporation (the "Other Corporation")
                that, immediately after such Acquirer Control Transaction, owns or
                controls, directly or indirectly,
                Acquirer;

            


    

     

    then
      all
      references herein to "Acquirer" shall thereafter be and be deemed to be
      references to "Other Corporation" and all references herein to "Acquirer Shares"
      shall thereafter be and be deemed to be references to "Other Shares" (with
      appropriate adjustments, if any, as are required to result in a holder of
      Exchangeable Shares on the exchange, redemption or retraction of such shares
      pursuant to the Exchangeable Share Provisions or exchange of such shares
      pursuant to the Voting and Exchange Trust Agreement immediately subsequent
      to
      the Acquirer Control Transaction being entitled to receive that number of Other
      Shares equal to the number of Other Shares such holder of Exchangeable Shares
      would have received if the exchange, redemption or retraction of such shares
      pursuant to the Exchangeable Share Provisions or exchange of such shares
      pursuant to the Voting and Exchange Trust Agreement had occurred immediately
      prior to the Acquirer Control Transaction and the Acquirer Control Transaction
      was completed) without any need to amend the terms and conditions of the
      Exchangeable Shares and without any further action required.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE 4

    GENERAL

     

    
      	
              4.1

            	
              TERM

            


    

     

    This
      Agreement shall come into force and be effective as of the date hereof and
      shall
      terminate and be of no further force and effect at such time as no Exchangeable
      Shares (or securities or rights convertible into or exchangeable for or carrying
      rights to acquire Exchangeable Shares) are held by any Person other than
      Acquirer and any of its Affiliates.

     

    
      	
              4.2

            	
              CHANGES
                IN CAPITAL OF ACQUIRER AND
                CANCO

            


    

     

    At
      all
      times after the occurrence of any event contemplated pursuant to
      Sections 2.7
      and
2.8
      hereof
      or otherwise, as a result of which either Acquirer Shares or the Exchangeable
      Shares or both are in any way changed, this Agreement shall forthwith be deemed
      amended and modified as necessary in order that it shall apply with full force
      and effect, mutatis
      mutandis,
      to all
      new securities into which Acquirer Shares or the Exchangeable Shares or both
      are
      so changed and the parties hereto shall execute and deliver an agreement in
      writing giving effect to and evidencing such necessary amendments and
      modifications.

     

    
      	
              4.3

            	
              NOTICES
                TO PARTIES

            


    

     

    All
      notices and other communications hereunder shall be in writing and shall be
      deemed given when delivered personally, telecopied (which is confirmed) or
      dispatched (postage prepaid) to a nationally recognized overnight courier
      service with overnight delivery instructions, in each case addressed to the
      particular party at:

     

    CanWest
      Petroleum Corporation

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

    Calgary,
      Alberta T2P 3H6

    Attention:
      Chief Executive Officer

    Telecopier
      Number: (403) 263-9812

     

    With
      a
      copy to:

     

    Macleod
      Dixon llp

    3700
      Canterra Tower

    400
      Third
      Avenue, S.W.

    Calgary,
      Alberta T2P 4H2

    


    Attention:
      Craig Hoskins

    Telecopier
      Number: (403) 264-5973

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


     

    or
      at
      such other address of which any party may, from time to time, advise the other
      parties by notice in writing given in accordance with the
      foregoing.

     

    
      	
              4.4

            	
              ASSIGNMENT

            


    

     

    No
      party
      hereto may assign this Agreement or any of its rights, interests or obligations
      under this Agreement (whether by operation of law or otherwise) except that
      each
      of Canco and Callco may assign in its sole discretion, any or all of its rights,
      interests and obligations hereunder to any wholly-owned subsidiary of
      Acquirer.

     

    
      	
              4.5

            	
              BINDING
                EFFECT

            


    

     

    Subject
      to Section 4.4,
      this
      Agreement shall be binding upon, enure to the benefit of and be enforceable
      by
      the parties hereto and their respective successors and assigns.

     

    
      	
              4.6

            	
              AMENDMENTS,
                MODIFICATIONS

            


    

     

    Subject
      to Sections 4.2,
      4.7
      and
4.11,
      this
      Agreement may not be amended or modified except by an agreement in writing
      executed by Canco, Callco and Acquirer and approved by the holders of the
      Exchangeable Shares in accordance with Section 13.2 of the Exchangeable Share
      Provisions.

     

    
      	
              4.7

            	
              MINISTERIAL
                AMENDMENTS

            


    

     

    Notwithstanding
      the provisions of Section 4.6,
      the
      parties to this Agreement may in writing at any time and from time to time,
      without the approval of the holders of the Exchangeable Shares, amend or modify
      this Agreement for the purposes of:

     

    
      	 	
              (a)

            	
              adding
                to the covenants of any or all parties provided that the board of
                directors of each of Canco, Callco and Acquirer shall be of the good
                faith
                opinion that such additions will not be prejudicial to the rights
                or
                interests of the holders of the Exchangeable
                Shares;

            


    

     

    
      	 	
              (b)

            	
              making
                such amendments or modifications not inconsistent with this Agreement
                as
                may be necessary or desirable with respect to matters or questions
                which,
                in the good faith opinion of the board of directors of each of Canco,
                Callco and Acquirer, it may be expedient to make, provided that each
                such
                board of directors shall be of the good faith opinion that such amendments
                or modifications will not be prejudicial to the rights or interests
                of the
                holders of the Exchangeable Shares;
                or

            


    

     

    
      	 	
              (c)

            	
              making
                such changes or corrections which, on the advice of counsel to Canco,
                Callco and Acquirer, are required for the purpose of curing or correcting
                any ambiguity or defect or inconsistent provision or clerical omission
                or
                mistake or manifest error, provided that the board of directors of
                each of
                Canco, Callco and Acquirer shall be of the good faith opinion that
                such
                changes or corrections will not be prejudicial to the rights or interests
                of the holders of the Exchangeable
                Shares.

            


    

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    
      	
              4.8

            	
              MEETING
                TO CONSIDER AMENDMENTS

            


    

     

    Canco,
      at
      the request of Acquirer, shall call a meeting or meetings of the holders of
      the
      Exchangeable Shares for the purpose of considering any proposed amendment or
      modification requiring approval pursuant to Section 4.6
      hereof;
      provided that any such meeting shall only be called for a bona fide business
      purpose and not for the principal purpose of causing a Redemption Date to occur
      or transpire. Any such meeting or meetings shall be called and held in
      accordance with the bylaws of Canco, the Exchangeable Share Provisions and
      all
      applicable laws.

     

    
      	
              4.9

            	
              AMENDMENTS
                ONLY IN WRITING

            


    

     

    No
      amendment to or modification or waiver of any of the provisions of this
      Agreement otherwise permitted hereunder shall be effective unless made in
      writing and signed by all of the parties hereto.

     

    
      	
              4.10

            	
              GOVERNING
                LAWS; CONSENT TO
                JURISDICTION

            


    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of Alberta and the laws of Canada applicable therein and shall be
      treated in all respects as an Alberta contract. Each party hereby irrevocably
      attorns to the jurisdiction of the courts of the Province of Alberta in respect
      of all matters arising under or in relation to this Agreement.

     

    
      	
              4.11

            	
              SEVERABILITY

            


    

     

    If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the extent possible.

     

    
      	
              4.12

            	
              COUNTERPARTS

            


    

     

    This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together shall constitute one and the same
      instrument.

     

    


     

    


     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.

     

                                        CANWEST
      PETROLEUM
      CORPORATION

     

    By:________________________________

                                        Name:

    Title:

     

                                        1259882
      ALBERTA
      LTD.

     

    By:________________________________

    Name:

    Title:

     

                                        OILSANDS
      QUEST
      INC.

     

    By:________________________________

    Name:

    Title:

     

    
      
        
        

      

      15