Consultant Service Agreement between Wescorp Energy Inc., and Steve Cowper

SCOPE OF WORK

The CONSULTANT shall supply the services specified in Exhibit A and any other related services subsequently requested in writing by the COMPANY in Austin/Houston Texas, Calgary Alberta and Edmonton Alberta and at such other locations as the COMPANY and CONSULTANT mutually agree.

CONDUCT OF WORK

The CONSULTANT shall provide personnel suitably qualified and experienced to perform the Services in a diligent skilful and workmanlike manner and in accordance with recognized industry practice.

The CONSULTANT shall represent the COMPANY as instructed by the COMPANY using recognized industry practice, and liaise and co-ordinate discussions and negotiations to the best interest of the COMPANY. The CONSULTANT shall report and refer all decision making to the COMPANY and where appropriate make recommendation to assist the COMPANY in the making of such decisions.

The CONSULTANT shall fully co-operate with other contractors or sub- contractors utilized by the COMPANY.

The COMPANY shall have the right of access to and inspection of all Services hereunder at all reasonable hours and wherever performed.

INDEPENDENT CONTRACTOR

The CONSULTANT shall supply the Services as an independent contractor and not as agent or employee of the COMPANY.

REPORTING

The CONSULTANT shall report to the COMPANY representative who shall be the COMPANY President unless another person is nominated in writing by the COMPANY.

COMPENSATION

The COMPANY will pay the CONSULTANT for the Services as detailed in Exhibit A in accordance with the schedule under Exhibit B. Unless otherwise stated in Exhibit B, all amounts will be payable ten (10) days after invoiced.

CONTRACT DURATION

This Agreement shall commence as specified in Exhibit A and may be terminated for any reason by the COMPANY or the CONSULTANT giving notice to the other party under Exhibit A

ASSIGNMENT

Neither Party may transfer, sub-contract or assign this Agreement without the prior written consent of the other Party. Such consent shall not unreasonably be withheld.

LIABILITY

The CONSULTANT shall protect, defend, indemnify and save the COMPANY harmless from and against all claims, demands and causes of action of every kind and character whatsoever, arising out of or in connection with the death, bodily injury, or loss or damage to the property of the CONSULTANT's agents or invitees.

The COMPANY shall protect, defend and indemnify and save the CONSULTANT harmless from and against all claims, demands and causes of action of every kind and character whatsoever, arising out of or in connection with the death, bodily injury, or loss or damage to the property of the COMPANY or any of its other contractors, employees, agents or invitees.

The COMPANY shall protect, defend, indemnify and save the CONSULTANT harmless from and against all claims, demands and causes

SAFETY OBLIGATIONS

The CONSULTANT shall reasonably comply with all the COMPANY safety procedures supplied to the CONSULTANT by the COMPANY.

The CONSULTANT shall be responsible for complying with all relevant safety laws and regulations and for taking reasonable safety precautions related to or arising out of the performance of the Agreement.

The COMPANY shall obtain all licenses, permits, temporary permits and authorizations required under any applicable laws, rules and regulations for the performance of the Services required.

INTERPRETATION AND VENUE

10.1.

This Agreement shall be construed and interpreted in accordance with the laws of Alberta, Canada and the parties hereto hereby submit to the exclusive jurisdiction of the Courts of the Province of Alberta Canada.

11.1.

This Agreement and attached Exhibits hereto and any other attached addenda initialed by the parties constitute the entire Agreement between the CONSULTANT and the COMPANY; no prior written or oral representations shall be binding, unless expressly referring to this Agreement and all amendments shall be in writing.

RESERVATIONS OF RIGHTS

Failure by either party hereto at any time or from time to time to enforce or demand the performance of or adherence to any of the terms of this Agreement shall not constitute a waiver of any of that party's rights under this Agreement.

NOTICES

All notices and other communications required by this Agreement shall be in writing and shall be sent by prepaid mail or by facsimile or

No failure or omission by either party to carry out or observe any of the stipulations, conditions or obligations to be performed hereund3er shall, except as herein expressly agreed to the contrary, give rise to any claim against such party or be deemed to be a breach of contract; if any such failure or omission arises from a cause reasonably beyond the control of such party.

CONFIDENTIAL INFORMATION

All information such as, but not limited to, correspondence, patents, drawings, processes, product prices, costs, research, technical manufacturing or commercial activities, maps, logs, records, data, photographs or reports furnished to the CONSULTANT by the COMPANY or obtained by the CONSULTANT as a result of the Services performed by CONSULTANT for

The CONSULTANT shall not disclose at any time during the term of this Agreement or for a period of two (2) years from the date of termination of this Agreement, any confidential Information as referred to under Clause 16, or information regarding the COMPANY's operations, or regarding the Services, to any other legal entity, organization or individual without the prior written consent of the COMPANY. Such consent shall not be unreasonably withheld. The CONSULTANT shall have no contact with the media, the press or any trade or professional publication of any nature without the prior written consent of the COMPANY. Such consent shall not be unreasonably withheld.

CONFLICT OF INTEREST

The CONSULTANT shall not pay any fee, commission, rebate or anything of value to or for the benefit of any employee of the COMPANY, nor will the CONSULTANT do business with any company knowing the results might directly benefit an employee of the COMPANY