EXHIBIT 10.1

AUDIT COMMITTEE CHARTER

This Audit Committee Charter (Charter) has been adopted by the Board of Directors (the Board) of Wescorp Energy Inc. ("Wescorp"). The Audit Committee of the Board (the Committee) shall review and reassess this Charter annually and recommend any proposed changes to the Board for approval.

1. Role and Independence: Organization

The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, internal control and financial reporting practices of Wescorp. It may also have such other duties as may from time to time be assigned to it by the Board. The membership of the Committee shall consist of at least three directors, who are each free of any relationship that, in the opinion of the Board, may interfere with such member's individual exercise of independent judgment. Each Committee member shall also meet the independence and financial literacy requirements for serving on audit committees, and at least one member shall have financial management expertise, all as set forth in the applicable rules of the Securities Exchange Commission. The Committee shall maintain free and open communication with the independent auditors and Company management. In discharging its oversight role, the Committee is empowered to investigate any matter relating to Wescorp's accounting, internal control or financial reporting practices brought to its attention, with full access to all Company books, records, facilities and personnel. The Committee may retain outside counsel, auditors or other advisors.

One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, and making regular reports to the Board. The chair will also maintain regular liaison with the CEO, CFO and the lead independent audit partner.

The Committee shall meet at least two times a year, or more frequently as the Committee considers necessary. At least once each year the Committee shall have separate private meetings with the independent auditors and management.

2. Responsibilities

Although the Committee may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below. The Committee shall be responsible for:  

• Recommending to the Board the independent auditors to be retained (or nominated for shareholder approval) to audit the financial statements of Wescorp. Such auditors are ultimately accountable to the Board and the Committee, as representatives of the shareholders.
   
• Evaluating, together with the Board and management, the performance of the independent auditors and, where appropriate, replacing such auditors.
   
• Obtaining annually from the independent auditors a formal written statement describing all relationships between the auditors and Wescorp, consistent with Independence Standards Board Standard Number1. The Committee shall actively engage in a dialogue with the independent auditors with respect to any relationships that may impact the objectivity and independence of the auditors and shall take, or recommend that the Board take, appropriate actions to oversee and satisfy itself as to the auditors' independence.
   
• Reviewing the audited financial statements and discussing them with management and the independent auditors. These discussions shall include the matters required to be discussed under Statement of Auditing Standards No. 61 and consideration of the quality of Wescorp’s accounting principles as applied in its financial reporting, including a review of particularly sensitive accounting estimates, reserves and accruals, judgmental areas, audit adjustments (whether or not recorded), and other such inquiries as the Committee or the independent auditors shall deem appropriate. Based on such

review, the Committee shall make its recommendation to the Board as to the inclusion of Wescorp’s audited statements in Wescorp’s Annual Report on Form 10K.

• Issuing annually a report to be included in Wescorp’s proxy statement as required by the rules of the applicable Securities and Exchange Commissions.
   
• Overseeing the relationship with the independent auditors, including discussing with the auditors the audit process, receiving and reviewing audit reports, and providing the auditors full access to the Committee (and the Board) to report on any and all appropriate matters.
   
• Discussing with a representative of management and the independent auditors any issues arising from the independent auditor’s review of the quarterly financial statements prior to the filing of Wescorp’s Quarterly Report on Form 10Q.
   
• Discussing with management and the independent auditors the quality and adequacy of and compliance with Wescorp’s internal controls.
   
• Discussing with management and/or Wescorp’s general counsel any legal matters (including the status of pending litigation) that may have a material impact on Wescorp’s financial statements, and any material reports or inquiries from regulatory or governmental agencies.

The Committee's job is one of oversight. Management is responsible for the preparation of Wescorp’s financial statements and the independent auditors are responsible for auditing those financial statements. The Committee and the Board recognize that management and the independent auditors have more resources and time, and more detailed knowledge and information regarding Wescorp’s accounting, auditing, internal control and financial reporting practices than the Committee does; accordingly the Committee's oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by Wescorp to its shareholders and others.