0001062993-07-005203 Sample Contracts

AMENDMENT TO WARRANT ISSUANCE AGREEMENT
Warrant Issuance Agreement • December 31st, 2007 • Megawest Energy Corp. • Crude petroleum & natural gas • British Columbia

This AMENDMENT TO WARRANT ISSUANCE AGREEMENT (this “Amendment”), dated as of September 18, 2007 is entered into by and between MegaWest Energy Corp. (the “Company”) and Endurance Energy Consulting Ltd. (“Holder”) and amends the Warrant Issuance Agreement dated December 20, 2006 between the Company and Holder (the “Warrant Agreement”). Capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to them in the Warrant Agreement.

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CONSULTING AGREEMENT
Consulting Agreement • December 31st, 2007 • Megawest Energy Corp. • Crude petroleum & natural gas • British Columbia

This Consulting Agreement ("Agreement") is effective as of December 20, 2006 between PowerOne Capital Markets Limited, a Canadian company located at 130 King Street West, Suite 2810, P.O. Box 47, Toronto, Ontario Canada M5X 1A9 (“PowerOne” or “Consultant”), and Brockton Capital Corp., a BC corporation located at 604-750 West Pender Vancouver BC V6C 2T7(“Brockton,” “Client” or the “Company”), in connection with the rendering by PowerOne to BROCKTON of consulting services, as described herein below, for and in consideration of the compensation described.

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • December 31st, 2007 • Megawest Energy Corp. • Crude petroleum & natural gas

ARMONT ENERGY INC., a body corporate, having offices in the Town of Somers, in Flathead County in the State of Montana, one of the United States of America (hereinafter referred to as "Armont")

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