Form of Debenture

DEBENTURE TERMS

Wescorp Energy Inc. (the "Company") for value received hereby promises to pay to <> of <> (the "Holder") on or before <>, 2008 [Six months from the date of issue] ( the “Maturity Date”), on presentation and surrender of this Debenture the sum of $_________ in lawful money of the United States and to pay interest on the principal amount hereof at the rate of 14% per annum from the date of issue of this Debenture (the "Closing Date"), such interest to be calculated and paid monthly, provided however that if the payment of interest would result in a breach of any applicable bank covenants of the Company, then such interest shall continue to accrue but shall only be paid when such payment would not result in a breach of any applicable bank covenants. Except when the payment of interest would result in a breach by the Company of any of its applicable bank covenants, should the Company at any time make default in the payment of any principal or interest, the Company agrees to pay interest on the amount in default at the same rate, annually on the same dates. As interest on this Debenture becomes due, the Company (except in case of payment at maturity or on redemption at which time payment of interest may be made upon surrender of this Debenture) shall, at least three business days prior to each date on which interest becomes due, forward or cause to be forwarded by prepaid post to the registered address of the registered holder of this Debenture for the time being, or in the case of joint holders to the registered address of whichever of such joint holders is named first, a cheque for such interest, less any tax required by law to be deducted, payable to the order of such holder

REDEMPTION

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

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

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

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

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

SECURITY INTEREST

COVENANTS OF THE COMPANY AND FLOWSTAR

The Company and Flowstar hereby represent, warrant, covenant and agree with the Holder as follows:

That each of the Company and Flowstar are duly incorporated pursuant to the laws of the jurisdiction of their respective incorporations and as at the date hereof is a valid and subsisting Company with the corporate capacity and power to own its assets and to carry on its business as presently carried on.

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

The Company and Flowstar are duly authorized to create and issue the Debentures and that the Debentures, when issued, will be valid and enforceable against the Company and Flowstar.

That the Company will duly and punctually pay in cash or cause to be paid in cash to the Debenture holder the principal of and any interest accrued on the Debenture on the dates, at the places, in the manner mentioned herein.

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

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

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

NON-TRANSFERABLE

The Debenture evidenced by this Debenture Certificate may not be transferred by the registered holder hereof without the prior written consent of the Company, and then only in compliance with all applicable securities legislation in Canada and under the Securities Act 1933, as amended and any applicable state securities laws.

SUBORDINATION OF THE HOLDER

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

REALIZE ON SECURITY

Each Holder shall have the right at all times to be exercised in its/his own discretion to pursue all remedies available under its/his respective Holders' security, provided that if any Holder takes any action or exercises any remedy with respect to its/his security, the other parties shall take all reasonable steps to enforce their security and shall cooperate with all Holders in the collective realization and enforcement of their rights. Prior to commencing any proceeding to enforce its/his security, a Holder shall provide the other holders of Debentures with three (3) days notice thereof, provided however, that if such Holder determines in good faith that any delay would be prejudicial to it/him, the notice need only be given at the time enforcement is made. No Holder shall be liable to the other holders of the Debenture for any accidental omission to provide the notice as required pursuant to this section.

GENERAL PROVISIONS

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

The Holder and Flowstar acknowledge that the Holder shall register a financing statement in the Province of Alberta against Flowstar describing the collateral as follows:

"all inventory and accounts receivable of the Debtor, and any proceeds therefrom."

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

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

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

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

NOTICE

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