This Agreement made as of the 6 th day of July, 2004.
BAYSHORE BANK & TRUST (BARBADOS) CORPORATION , a corporation incorporated
and existing under the laws of Barbados and having its registered offices at Lauriston House, Lower
Collymore Rock Drive, Bridgetown, Barbados, as Trustee of the Epitihia Trust
WESCORP ENERGY INC. , a Delaware corporation, with an office at 8709 50 Avenue,
Edmonton, Alberta, Canada
YEARWOOD & BOYCE , Attorneys-At-Law, a partnership formed pursuant to the laws of
Barbados, with an office at 14 James Street, P.O. Box 48, Bridgetown, Barbados
A. The Epitihia Trust was the registered and beneficial owner of 100 fully paid up shares in the capital of
Vasjar Trading Ltd. (the "Vasjar Shares"), which shares represent 50% of the issued and outstanding common
shares in the capital of Vasjar Trading Ltd.;
B. Pursuant to the Share Purchase Agreement dated January 14, 2004, as amended on June 16, 2004
made between Bayshore and Wescorp (the "SPA"), Wescorp purchased the Vasjar Shares from the Epitihia
C. Wescorp is the registered and beneficial owner of the Vasjar Shares; and
D. Wescorp has agreed to pledge the Vasjar Shares as security to guarantee the performance of
Wescorp under the SPA.
IN CONSIDERATION of the premises herein and for other valuable consideration (the receipt whereof is
acknowledged by each of the parties), it is agreed by and between the parties as follows:
1. As security to guarantee the performance of Wescorp under the SPA, Wescorp hereby hypothecates and
pledges to and in favour of Bayshore the Vasjar Shares as well as all bonds, debentures and other
instruments whatsoever which may hereafter be pledged to Bayshore by or on behalf of Wescorp and any
replacements thereof, substitutions therefor and proceeds thereof (collectively the "securities").
2. The Escrow Agent acknowledges r