ASSET PURCHASE AGREEMENT

Raider Intellectual Property

Makon Intellectual Property

Total Fluid Intellectual Property

Raider Assets

Makon Assets

Total Fluid Assets

Promissory Note

General Conveyance

Bill of Sale

Restrictions - Wescorp Shares

Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“ Agreement ” means this document, the recitals, if any, and all Schedules hereto and includes all written amendments to the foregoing;

“ Amalgamation ” means the amalgamation of Prior FEP, Raider and Total Fluid, which resulted in the creation of the Vendor;

“ Ancillary Agreements ” means all agreements, certificates and other instruments delivered or given pursuant to this Agreement at Closing;

“ Bill of Sale ” means the bill of sale in the form attached hereto Schedule I;

" Business Day " means any day, other than a Saturday or a Sunday, or a statutory holiday in Edmonton, Alberta;

“ Closing ” means the date of completion of the transaction of purchase and sale contemplated in this Agreement;

" Closing Date " means, effective 1:00 p.m. (Edmonton, Alberta time) on December 18, 2007 or such earlier or later date as the Parties may mutually agree upon in writing;

“ Collective Intellectual Property ” shall have the meaning set out in section 6.8;

" Collective Purchased Assets " means the Makon Assets, Raider Assets and Total Fluid Assets;

“ Consulting Agreement - Bowhay ” means the agreement in the form attached hereto as Schedule M;

“ Consulting Agreement - McCaw ” means the agreement in the form attached hereto as Schedule N;

“ Dale ” means Dale Norman Plante;

" Encumbrance " means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing;

" ETA " means Part IX of the Excise Tax Act (Canada), as amended from time to time;

" Excluded Assets " has the meaning set out in section 2.2;

“ General Conveyance ” means a general conveyance in the form attached hereto as Schedule H;

" GST " means all taxes payable under the ETA and any reference to a specific provision of the ETA shall refer to any successor provision thereto of like or similar effect;

“ including ” means including but without limiting the generality of the foregoing, unless the context otherwise expressly provides, such as, including only;

" Intellectual Property " means all intellectual, proprietary and industrial property and rights thereto including, but not limited to, all (a) inventions and discoveries; (b) works in which any copyright exists including software; (c) designs, industrial

designs and mask works; (d) trade-marks, certification marks, trade dress, trade names, business names, corporate names, business styles, internet domain names and web sites, and any word, symbol, icon, logo or other indicia of origin adopted or used in connection with any product or service or business (collectively referred to as " Marks "); (d) all intellectual, proprietary and industrial property rights in respect of any of the foregoing including all copyrights, patent rights, patent disclosures, design and industrial design rights, patent disclosures rights in Marks, rights in confidential information, trade secrets, know-how, technical expertise, formulae, compositions, processes, research data, databases, drawings, specifications, plans, customer and supplier lists and related information and other proprietary rights; and (e) all applications and registrations, all continuations, divisions, reissues, renewals and extensions therefor, the right to make applications, rights of priority and rights to claim priority with respect to any of the foregoing intellectual and industrial property and rights thereto;

“ Kyle ” means Kyle Plante;

“ License Agreement ” means the license agreement to be made between the Purchaser as licensee and 1139076 Alberta Ltd. as licensor, in the form attached hereto as Schedule X;

" Losses " means with respect to any matter, any and all liabilities (whether direct, indirect, contingent, statutory or otherwise), obligations, claims (including direct or indirect claims), losses, damages, costs and expenses of whatever kind or nature and howsoever arising (including all legal fees and disbursements on a solicitor and his own client full indemnity basis and other professional fees and disbursements, fees paid to any government authority, interest, fines, penalties and amounts paid in settlement or in satisfaction of a judgment) directly or indirectly as a consequence of such matter, including loss of revenue, loss of business, loss of benefit, consequential and indirect damages, special damages, punitive damages and exemplary damages;

" Makon " means Makon Water Recycling Systems Inc.;

" Makon Assets " has the meaning set out in section 2.1(a);

" Makon Business " means that portion of the Vendor's Business that was carried on using the Makon Intellectual Property and the Makon Assets;

" Makon Intellectual Property " means any and all Intellectual Property used or previously used in the conduct of the Makon Business, including the Intellectual Property described in Schedule B;

“ Market Price ” shall mean:

for Shares shall mean an amount equal to the weighted average of the trading prices of the Shares of Wescorp Energy Inc. on the principal stock exchange on which such Shares are traded, for each of the trading days during the last five (5) trading days immediately prior to the day prior to the Closing Date, converted to Canadian dollars using the exchange rate

described in the Bank of Canada webpage (www.bankofcanada.ca) and described as the US/Canada Noon Rate;

for the Oil Sands Quest Inc. Shares shall mean an amount equal to the weighted average of the trading prices of shares of Oil Sands Quest Inc. on the principal stock exchange on which such shares are traded, for each of the trading days during the last five (5) days immediately prior to the day prior to the Closing Date, converted to Canadian dollars using the exchange rate described in the Bank of Canada webpage (www.bankofcanada.ca) and described as the US/Canada Noon Rate;

“ Oil Sands Quest Inc. Shares ” means 470,173 common shares of Oil Sands Quest Inc.;

“ Original License Agreement ” means the license agreement made April 7, 2006, between 1139076 Alberta Ltd. and Total Fluid;

" Parties " means the Vendor, Purchaser and Shareholders, and their respective successors and permitted assigns;

" Permitted Encumbrances " means those Encumbrances described in Schedule Q;

“ Person ” means a natural person, partnership, limited partnership, limited liability partnership, body corporate, corporation, company, joint stock company, limited liability company, trust, unincorporated association, joint venture or any other type of business enterprise, entity or governmental entity whatsoever and howsoever constituted, and pronouns have a similarly extended meaning;

“ Prior FEP ” means FEP Services Inc. as it existed prior to the Amalgamation;

“ Promissory Note ” means the promissory note in the form attached hereto as Schedule G;

" Purchase Price " has the meaning set out in section 3.1;

" Purchased Businesses " means the Makon Business, Raider Business and Total Fluid Business;

“ Purchaser’s Solicitors ” means Bryan & Company LLP;

" Raider " means Raider Corporation;

" Raider Accounts Payable " has the meaning set out in section 4.1, as more particularly described in Schedule R;

" Raider Accounts Receivable " has the meaning set out in section 2.1(b)(iii);

" Raider Assets " has the meaning set out in section 2.1(b);

" Raider Business " means that portion of the Vendor's Business that was carried on by Raider prior to the Amalgamation and by the Vendor after the Amalgamation,

" Raider Consents " means the consents and approvals required in connection with the sale and purchase of the Raider Business and Raider Assets herein contemplated, as described in Schedule U;

“ Raider Contract Assignment ” means the assignment in the form attached hereto as Schedule Y;

“ Raider Contracts ” means the contracts described in Schedule S’

" Raider Intellectual Property " means any and all Intellectual Property used or previously used in the conduct of the Raider Business, including the Intellectual Property described in Schedule A;

“ Release of Bowhay Prior Consulting Agreement ” means the release in the form attached hereto as Schedule O;

“ Release of McCaw Prior Consulting Agreement ” means the release in the form attached hereto as Schedule P;

“ Release of Original License Agreement ” means a release in the form attached hereto as Schedule L;

“Restrictions” means collectively the Restrictions - Wescorp Shares;

“ Restrictions - Wescorp Shares ” shall mean the restrictions set in Schedule J hereof;

“ Shares ” means common shares of Wescorp Energy Inc.;

" Shareholders " means Dale Norman Plante and Kyle Plante;

" Tax Act " means the Income Tax Act (Canada), as amended from time to time;

" Taxes " means and includes all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any governmental authority, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including, without limitation, those levied on, or measured by, or referred to as income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, use, value added, excise, stamp, withholding, business, franchising, property, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, all license, franchise and registration fees and all employment insurance, health insurance and Canada and other government pension plan premiums;

" Total Fluid " means Total Fluid Separation Inc.;

“ Total Fluid Accounts Payable ” has the meaning set out in Section 4.2;

" Total Fluid Assets " has the meaning set out in section 2.1(c);

" Total Fluid Business " means that portion of the Vendor's Business that was carried on by Total Fluid prior to the Amalgamation and by the Vendor after the Amalgamation;

" Total Fluid Consents " means the consents and approvals required in connection with the sale and purchase of the Total Fluid Business and Total Fluid Assets herein contemplated, as described in Schedule V;

" Total Fluid Intellectual Property " means any and all Intellectual Property used or previously used in the conduct of the Total Fluid Business, including the Intellectual Property described in Schedule C;

" Vendor's Business " means the entire business carried on by the Vendor, including the Makon Business, Raider Business and Total Fluid Business;

" Vendor's Knowledge " means the knowledge of the Vendor, and either of the Shareholders, after due inquiry of the employees, consultants, advisors and agents of the Vendor, and the Shareholders;

“ Vendor’s Solicitors ” means Hendrickson Gower Massing Olivieri LLP;

“Wescorp Shares” means the Shares of Wescorp Energy Inc. referred to in section 3.1 (b) hereof.

Definitions contained in this section are not exhaustive of the defined terms or expressions used in this Agreement and other terms or expressions may be defined throughout this Agreement.

Currency

Unless otherwise indicated, all dollar amounts in this Agreement are expressed in Canadian funds.

Sections and Headings

The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, section, subsection or Schedule refers to the specified Article, section or subsection of or Schedule to this Agreement.

Number, Gender and Persons

In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts,

unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever.

Accounting Principles

Any reference in this Agreement to generally accepted accounting principles refers to generally accepted accounting principles that have been established in Canada, including those approved from time to time by the Canadian Institute of Chartered Accountants or any successor body thereto.

Entire Agreement

This Agreement together with the other agreements tabled on the Closing Date constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, between the Vendor and the Purchaser. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided or as contemplated in documents made between the Parties tabled on the Closing Date.

Time of Essence

Time shall be of the essence in the performance of the Parties' obligations in respect of this Agreement.

Applicable Law

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of such province and all courts competent to hear appeals therefrom, and any judgment or order of such courts may be enforced in any jurisdiction.

Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective successors and permitted assigns. No Party may assign any of its rights or obligations hereunder without the prior written consent of the other Parties.

Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by the Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided.

Severability

If any provision of this Agreement is deemed by a court of competent jurisdiction to be void, illegal or unenforceable for any reason whatsoever, then the same shall be read down to the extent necessary to make it enforceable or, if not capable of being so read down, shall be deemed to be severed from the other terms of this Agreement. In either event all other provisions, terms and covenants of this Agreement shall remain binding and effective upon the Parties and shall be construed as if this Agreement had been executed with the offending provision read down to the extent necessary to make it enforceable, or without such severed provision, as the case may be.

Schedules

The following Schedules are attached to and form part of this Agreement:

Raider Intellectual Property

Makon Intellectual Property

Total Fluid Intellectual Property

Raider Assets

Makon Assets

Total Fluid Assets

Promissory Note

General Conveyance

Bill of Sale

Restrictions - Wescorp Shares

Intentionally Deleted

Release of Original License Agreement

Consulting Agreement - Bowhay

Consulting Agreement - McCaw

Release of Bowhay Prior Consulting Agreement

Release of McCaw Prior Consulting Agreement

Permitted Encumbrances

Raider Accounts Payable

Raider Contracts

Letter of Opinion - Vendor’s Solicitor

Raider Consents

Total Fluid Consents

Allocation of Purchase Price

License Agreement

Raider Contract Assignment

Collective Purchased Assets

Subject to the provisions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Vendor on the Closing Date and free and clear of all Encumbrances except the Permitted Encumbrances:

subject to Section 2.2, all of the property and assets used in connection with the Makon Business, whether personal, tangible or intangible, of every kind and

the assets described in Schedule E; and

the Makon Intellectual Property, described in Schedule B.

subject to section 2.2, all of the property and assets used in connection with the Raider Business, whether personal, tangible or intangible, of every kind and description and wheresoever situate (collectively the " Raider Assets "), including the following:

the assets described in Schedule D;

the Raider Intellectual Property described in Schedule A;

all accounts receivable arising out of or relating to the operation of the Raider Business (the " Raider Accounts Receivable ");

the Raider Contracts described in Schedule S;

all cash in bank accounts maintained for the Raider Business; and

all cheques payable with respect to the Raider Business.

subject to section 2.2, all of the property and assets used in connection with the Total Fluid Business, whether personal, tangible or intangible, of every kind and description and wheresoever situate (collectively the " Total Fluid Assets "), including the following:

the assets described in Schedule F;

the Total Fluid Intellectual Property; and

Excluded Assets

Notwithstanding any other provision of this Agreement, the Collective Purchased Assets shall not include any of the following property and assets (collectively, the " Excluded Assets "):

all of the Vendor's cash on hand or in banks or other depositories, except with respect to the Raider Business;