8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 13, 2011

Oilsands Quest Inc.

(Exact name of registrant as specified in its charter)

Colorado	001-32994	98-0461154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800, 326— 11th Avenue SW Calgary, Alberta, Canada	T2R 0C5
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (403) 263-1623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements forCertain Officers.

(c)  Appointment of Certain Officers.

The Company announced today that effective January 13, 2011, Simon Raven will become the Company’s Vice President, Exploration and Development.

Mr. Raven (age 32) has since August 1, 2006, held the position of Chief Geologist with the Company. Prior to that, Mr. Raven was a Geologist with Norwest Corporation of Calgary. Mr. Raven holds a Bachelor of Science in geology from the University of Calgary, is a professional geologist (P.Geol), and a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA). He is a member of the Canadian Association of Petroleum Geologists (CSPG), American Association of Petroleum Geologists (AAPG), Canadian Heavy Oil Association (CHOA) and the Canadian Institute of Mining and Metallurgy (CIM). Mr. Raven holds no directorships. With demonstrated ability in his position with the Company, Mr. Raven has substantial knowledge of the Company’s history, structure and business. Additionally, his time at Norwest Corporation of Calgary, his professional affiliations and his education enable him to draw upon a variety of practical and academic experiences.

Since May 1, 2009 (the beginning of the Company’s last fiscal year for which audited financial statements are available), Mr. Raven has not had a direct or indirect material interest in any transaction or in any proposed transaction with the Company. Further, there are no family relationships between Mr. Raven and any director or other executive officer of the Company.

In connection with Mr. Raven’s appointment as the Vice President, Exploration and Development, the Company entered into an executive employment agreement with Mr. Raven. The executive employment agreement is in effect for an indefinite term and provides that Mr. Raven will initially receive a base salary of $234,500.00 (CDN). Additionally, Mr. Raven is entitled to participate in the Company’s long and short term incentive plans (including stock option plans) and may be paid bonuses in amounts and on such terms and conditions as determined by the Board of Directors. Further, Mr. Raven is entitled to participate in all of the employment benefits provided by the Company, and is entitled to a vehicle allowance of $1500.00 per month. The executive employment agreement provides that upon a termination of emp loyment by the Company without cause or upon a Triggering Event or a Change in Control (all of which are defined in the agreement), Mr. Raven will receive: (i) a lump sum payment based on his monthly base salary at the time of termination; (ii) a further lump sum payment derived from the value of the benefits provided to Mr. Raven by the Company; and (iii) a lump sum payment based on the average annual bonus (for the previous three years) paid to Mr. Raven. The executive employment agreement provides that the actual sum of each of these lump sum payments will depend on the amount of time Mr. Raven has served as a

Company employee. The executive employment agreement also provides that Mr. Raven will be granted 100,000 stock options to be priced on January 19, 2011.

            In connection with Mr. Raven's appointment as the Vice President, Exploration and Development, the Company also entered into a standard form of indemnity agreement with Mr. Raven that the Company uses for its officers and directors. Under the indemnity agreement, the Company agrees to indemnify and hold harmless Mr. Raven from and against all liabilities actually and reasonably incurred, so long as (a) Mr. Raven acted honestly and in good faith with a view to the best interests of the Company, and (b) in the case of criminal or administrative action enforced by monetary penalty, so long as Mr. Raven had no reasonable grounds for believing his conduct was unlawful. Under the indemnity agreement, the Company also agrees to indemnify and hold harmless Mr. Raven against all expenses actually and reasonably incurred in respect of any action or proceeding to which Mr. Raven is made party by reason of his role with the Company. Further, under the indemnity agreement, Mr. Raven is entitled to an advance of expenses in respect of any proceedings for which he may receive indemnification.

The foregoing description is qualified in its entirety by reference to Mr. Raven’s executive employment agreement and indemnity agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits

10.1	Executive Employment Agreement, effective as of January 13, 2010, between Oilsands Quest Inc. and Simon Raven.
10.2	Indemnity Agreement, effective as of January 13, 2010, between Oilsands Quest Inc. and Simon Raven.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 18, 2011	Oilsands Quest Inc. (Registrant)
	By:	/s/ Leigh Peters
		Name:  Leigh Peters
		Title:    Vice President Legal and Corporate Secretary

EXHIBIT INDEX

Exhibit No.                       Description

10.1           Executive Employment Agreement, effective as of January 13, 2010, between Oilsands Quest Inc. and Simon Raven.

10.2           Indemnity Agreement, effective as of January 13, 2010, between Oilsands Quest Inc. and Simon Raven.

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made effective as of the 13th day of January, 2011

BETWEEN:

OILSANDS QUEST INC., a body corporate incorporated under the laws of the State of Colorado (hereinafter called the "Corporation")

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SIMON RAVEN, an individual resident in Calgary, Alberta (hereinafter called the "Executive")

WHEREAS the Corporation wishes to employthe Executive as the Vice President, Exploration and Development pursuant to the terms of this Agreement;

AND WHEREAS the Executive wishes to acceptemployment with the Corporation in the said position pursuant to the terms of this Agreement;

NOW THEREFORE in consideration of the employment of the Executive by the Corporation, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, the following terms shall have the following meanings:

(a)  "Act" means theBusiness Corporations Act (Alberta), as amended;

(b)  "affiliated" has the meaning set out in the Act, and an "affiliate" means one of two or more affiliated bodies corporate;

(c)  "Agreement" means this Executive Employment Agreement;

(d)  "Base Salary" means the amount paid to the Executive annually by the Corporation pursuant to Article 5.1;

(e)  "Board of Directors" means the board of directors of the Corporation;

(f)  "Business" means the business of the Corporation;

(g) "Cause" means any reason which would entitle the Corporation to terminate the Executive's employment without notice or payment in lieu of notice at common law, or under the provisions of any other applicable law or regulation and includes, without limiting the generality of the foregoing:

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(i) fraud, misappropriation of the Corporation's property or funds, embezzlement, malfeasance, misfeasance or nonfeasance in office which is willfully or grossly negligent on the part of the Executive;

(ii)  the willful allowance by the Executive of his duty to the Corporation and his personal interests to come in conflict in a material way in relation to any transaction or matter that is of a substantial nature; or

(iii)  the material breach by the Executive of any of his covenants or obligations under this Agreement including, without limitation, any non-competition, non-solicitation or confidentiality covenants with the Corporation;

(h)  "Change of Control" means the occurrence of any of the following:

(i)  the acquisition, by whatever means, by a person (or two or more persons who in such acquisition have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the securities acquired), directly or indirectly, of the beneficial ownership of such number of voting securities or rights to voting securities of the Corporation, which together with such person's then owned voting securities and rights to voting securities, if any, represent (assuming the full exercise of such rights to voting securities) more than 30% of the combined voting power of the Corporation's then outstanding voting securities and such person's previously owned rights to voting securities; or

(ii)  the amalgamation, consolidation or merger of the Corporation with any other corporation pursuant to which the shareholders of the Corporation immediately prior to such transaction do not own voting securities of the successor or continuing corporation which would entitle them to cast more than 30% of the votes attaching to shares in the capital of the successor or continuing corporation which might be cast to elect directors of that corporation; or

(iii)  the election at a meeting of the Corporation's shareholders, as directors of the Corporation, of a number of persons, who were not included in the slate for election as directors proposed to the Corporation's shareholders by the Corporation's prior Board of Directors, and who would represent a majority of the Board of Directors, or the appointment as directors of the Corporation, of a number of persons which would represent a majority of the Board of Directors, nominated by any holder of voting shares of the Corporation or by any group of holders of voting shares of the Corporation acting jointly or in concert and not approved by the Corporation's prior Board of Directors;

(i) "Company Property" includes any and all proprietary technology, financial, operating and training information, all works of expression and any copyrights in such works, current or potential business contacts and contract development

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information, patentable inventions, discoveries or trade secrets, and any materials, tools, equipment, devices, records, files, data, tapes, computer programs, computer disks, software, communications, letters, proposals, memoranda, lists, drawings, blueprints, correspondence, specifications or any other documents or property belonging to the Corporation or any Related Corporations;

(j)  "Confidential Information" means any information of a confidential nature which relates to the Business of the Corporation or any Related Corporation, including, without limiting the generality of the foregoing, trade secrets, technical information, marketing strategies, sales and pricing policies, financial information, business, marketing or technical plans, programs, methods, techniques, concepts, formulas, documentation, intellectual property, software, industrial designs, products, geophysical studies and data, strategic studies, engineering information, customer and supplier lists, shareholder data and personnel information.  Notwithstanding the foregoing, Confidential Information shall not include any information which:

(i)  was in the possession of or known to the Executive prior to joining the Corporation or any related corporation, without any obligation to keep it confidential, before it was disclosed to the Executive by the Corporation; or

(ii)  is or becomes public knowledge through no fault of the Executive; or

(iii)  is independently developed by the Executive outside the scope of his employment with the Corporation; or

(iv)  is disclosed by the Corporation or any related corporation to another Person without any restriction on its use or disclosure; or

(v)  is or becomes lawfully available to the Executive from a source other than the Corporation;

(k)  "Effective Date" means the date of this Agreement, unless otherwise noted herein or agreed to by the Parties;

(l)  "Intellectual Property" means:

(i)  all material subject to copyright claims,

(ii)  all know-how, trade secrets, improvements, discoveries and inventions, whether or not patentable, and

(iii)  all patent applications and patents,

in any case, made, conceived, developed or first reduced to practice by the Executive in the course of the Executive's employment with the Corporation (whether during regular office hours or otherwise and whether at the Corporations' work premises or otherwise), and any continuation thereof made during the term

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of the Executive's employment with the Corporation or after termination thereof, together with all supporting evidence thereof, including, without limitation, notes, sketches, drawings, diagrams, models and data pertaining thereto.

(m)  "Monthly Base Salary" means the annual Base salary paid to the Executive, divided by 12;

(n)  "Notice" means any notice given by one Party to the other Party in accordance with the provisions hereof;

(o)  "Party" means one or other of the Executive and the Corporation, and "Parties" means the Executive and the Corporation;

(p)  "Permanent Disability" means a mental or physical disability whereby the Executive:

(i)  is unable, due to illness, disease, mental or physical disability or similar cause, to fulfill his obligations as an officer of the Corporation for any consecutive 6 month period, or for any period of 12 or more months (whether consecutive or not) in any consecutive 24 month period; or

(ii)  is declared by a Court of competent jurisdiction to be mentally incompetent or incapable of managing his affairs;

(q)  "Person" includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative, and "Persons" means a group of more than one Person;

(r)  "Related Corporation" means any subsidiary, parent company, division, affiliate, predecessor or successor of the Corporation;

(s) "Severance Factor" means 12 plus the number of years of completed service for the Corporation up to a maximum total of 18;

(t)  "Shares" means the common shares of the Corporation and any other shares of the Corporation which have the right to vote in respect of the Board of Directors of the Corporation;

(u)  "Term" means the period during which this Agreement remains in force pursuant to Article III;

(v)  "Termination Date" means the last day actively worked by the Executive for the Corporation; and

(w)  "Triggering Events" means any one or more of the following:

(i) a material change (other than those which are clearly consistent with a promotion or additions to or realignments of current responsibilities due to the growth of the organization) in the services, position or duties of the

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Executive with the Corporation, responsibilities (including, without limitation, the office to which the Executive reports and the personnel which report to the Executive), title or office, which includes any removal of the Executive from or any failure to re-elect or re-appoint the Executive to any such positions or offices, without the prior consent of the Executive; except that should the Executive’s title change from Vice President, Exploration and Development to Vice President, Exploration, due to the changing circumstances of the Corporation, this change shall not be considered a material change for the purposes of this definition;

(ii)  the assignment by the Corporation to the Executive of any duties which are inconsistent with the Executive’s position, duties and responsibilities within the Corporation, without the prior written consent of the Executive;

(iii)  any failure by the Corporation to continue in effect any material benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership, stock option or stock purchase plan, pension plan or retirement plan in which the Executive is participating or entitled to participate or the Corporation taking any action or failing to take any action that would adversely affect the Executive's participation in or reduce his rights or benefits under or pursuant to any such plan, without in any of the foregoing events providing alternative rights or benefits of reasonably equivalent or greater value, or the Corporation failing to increase or improve such rights or benefits on a basis consistent with practices in effect with respect to the other senior executives of the Corporation;

(iv)  the sale, lease or transfer by the Corporation of all or substantially all of the assets of the Corporation to any Person other than a Related Corporation;

(v)  approval by the shareholders of the Corporation of the liquidation, dissolution or winding-up of the Corporation;

(vi)  any breach by the Corporation of any provision of this Agreement which is not rectified in all material respects within a reasonable period of time after notice of such breach has been provided by the Executive to the Corporation; or

(vii)  the failure by the Corporation to obtain, in a form satisfactory to the Executive, an effective assumption of his obligations under this Agreement by any successor to the Corporation.

1.2      The headings in this Agreement are inserted for convenience and ease of reference only, and shall not affect the construction or interpretation of this Agreement.

1.3      All words in this Agreement importing the singular number include the plural, and vice versa.  All words importing gender include the masculine, feminine and neuter genders.

 1.4      All monetary amounts are in Canadian dollars.

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1.5      The word "including", when following any general statement or term, is not to be construed as limiting the general statement or term to the specific items or matters set forth or to similar items or matters, but rather as permitting the general statement or term to refer to all other items or matters that could reasonably fall within its broadest possible scope.

1.6      A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

1.7      A reference to an entity includes any successor to that entity.

1.8      A reference to "approval", "authorization" or "consent" means written approval, authorization or consent.

1.9      A reference to an Article is to an Article of this Agreement and the reference to a Section followed by a number or some combination of numbers and letters refers to the section, paragraph, subparagraph, clause or sub-clause of this Agreement so designated.

ARTICLE II

EMPLOYMENT OF EXECUTIVE

2.1      The Corporation agrees to employ the Executive as the Vice President, Exploration and Development and the Executive agrees to accept such employment in accordance with the terms and conditions of this Agreement.

2.2       The Parties agree that the relationship between the Corporation and the Executive is that of employer and employee.

ARTICLE III

TERM OF AGREEMENT

3.1      The Term of this Agreement shall be for an indefinite period commencing on the Effective Date, unless earlier terminated by the Corporation or the Executive pursuant to the terms and conditions of this Agreement.

ARTICLE IV

DUTIES OF EXECUTIVE

4.1      The Executive shall, during the Term:

(a) perform the duties and responsibilities of the Vice President, Exploration and Development as set forth on Schedule "A", including all those duties and responsibilities customarily performed by a person holding the same or an equivalent position, or performing duties similar to those to be performed by the Executive, in corporations of a similar size to the Corporation, in a similar Business to that of the Corporation in Canada and publicly traded on a recognized senior stock exchange (recognizing the fluid nature of management of the Corporation and the reallocation of responsibilities amongst executives from time to time), as well as such other related duties and responsibilities as may be

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assigned to the Executive by the Chief Executive  Officer of the Corporation or designate from time to time, provided that such other related duties and responsibilities are consistent with the Executive's duties as the Vice President, Exploration and Development;

(b)  accept such other office or offices to which he may be elected or appointed by the Board of Directors of the Corporation in addition to that of the Vice President, Exploration and Development, provided that performance of the duties and responsibilities associated with such office or offices shall be consistent with the duties provided for in Article 4.1(a); and

(c)  devote substantially all of his working time, attention, efforts and skill to the performance of his duties and responsibilities as set out herein, and truly and faithfully serve the best interests of the Corporation at all times.  In particular, and without limiting the generality of the foregoing, the Executive shall not engage in any personal activities or any employment, consulting work, trade or other business activity on his own account or on behalf of any other Person, or as a material investor or shareholder of any other business or Person that competes, conflicts or interferes with the Business or the performance of the Executive's duties under this Agreement in any way, whether directly or indirectly.  It shall not be a violation of this Article 4.1(c) for the Executive to engage in a voluntary activity or other p ublic service which does not interfere with the Executive's duties under this Agreement.

Notwithstanding paragraph 4.1(c), the Corporation agrees that the Executive may be a member of the board of directors of other companies provided that:

(d)  the holding of such position would not be in direct conflict with the Business, and

(e)  the Board of Directors of the Corporation has granted prior written approval to such position.

ARTICLE V

BASE SALARY

5.1     During the Term of this Agreement, the Corporation shall pay to the Executive a salary of $234,500 per annum (the "Base Salary"), less required statutory deductions, payable in equal semimonthly installments or as otherwise determined by the Corporation.  The Executive's Base Salary will be reviewed by the Chief Executive Officer and the Board of the Corporation or his designate from time to time, and may be increased (but not decreased) at the sole discretion of the Chief Executive Officer and the Board, based upon such factors as in his sole discretion determines are relevant, which factors may include the performance of the Corporation and the employment compensation arrangements of other corporations carrying on a similar business and of a similar size to the Corporation in Canada.

5.2      The Corporation shall reimburse the Executive for all reasonable out-of-pocket expenses incurred in the performance of his duties and in accordance with the applicable policies and procedures of the Corporation, as may be amended by the Corporation at its sole discretion from

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time to time.  All payments or reimbursements of expenses shall be subject to the submission by the Executive of appropriate vouchers, bills and receipts.

ARTICLE VI

INCENTIVE PAYMENTS

6.1      The Executive shall be entitled to participate in the following incentive plans:

(a)  the Corporation's long and short term incentive plans (including stock option plans), and

(b)  the Corporation's bonus plan,

as they may be established from time to time, in amounts and on such terms and conditions as may be determined by the Board of Directors of the Corporation at its sole discretion. Any such participation by the Executive shall be subject to the terms and conditions of the relevant plan of the Corporation after it has been established, and as it may be amended by the Board of Directors of the Corporation at its sole discretion from time to time, and by the terms and conditions of any applicable agreement between the Executive and the Corporation made pursuant to such plan.

6.2      When the bonus plan has been established, the Corporation shall set a target for annual bonus entitlement of 40 per cent of the Base Salary. No bonus will be paid except for completed calendar years of service.

6.3      The terms of the stock options shall be as set forth in a separate Stock Option Agreement, provided that the Executive will be eligible for stock option grants based on arrangements already in place prior to execution of this Agreement; no additional stock option entitlements shall accrue from appointment of the Executive as Vice President, Exploration and Development.  In the event of any conflict between the terms hereof and the terms of the Stock Option Agreement the terms of the Stock Option Agreement shall prevail to the extent of the conflict.

ARTICLE VII

BENEFITS

7.1      The Executive shall be entitled to participate in all of the employment benefits provided by the Corporation for its employees ("Benefits"), subject to the terms and conditions of the applicable benefit plans established by the Corporation, as may reasonably amended by the Corporation from time to time.

7.2      In addition, the Executive shall be entitled to a vehicle allowance in the amount of $1500.00 per month.

ARTICLE VIII

VACATION

 8.1      The Executive shall be entitled to an annual paid vacation of 20 business days.  Vacation may be taken in such a manner and at such times as the Executive and the Corporation mutually agree.

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ARTICLE IX

TERMINATION BY CORPORATION

9.1      Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):

(a)  in the event of termination after the Effective Date, the following:

(i)  a lump sum payment equal to the Monthly Base Salary as at the Termination Date, multiplied by the Severance Factor;

(ii)  a lump sum payment equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the Severance Factor; and

(iii)  further lump sum payment equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the Severance Factor.

Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.

9.2      Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:

(a)  the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;

(b)  any withholdings or deductions required by law to be made by the Corporation; and

(c)  the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.

9.3      The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.

 9.4       Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base salary and Benefits earned up to the Termination Date.

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ARTICLE X

TERMINATION BY EXECUTIVE

10.1    The Executive may terminate this Agreement and his employment with the Corporation by providing 60 days' prior written Notice to the Corporation.  Upon termination of his employment pursuant to this Article 10.1, the Executive shall not be entitled to receive any notice or pay in lieu of notice, or any other form of severance or termination pay pursuant to this or any other agreement between the Parties.

10.2    Notwithstanding the provision in Article 10.1, the Executive may terminate his employment with the Corporation upon giving 60 days' written notice and receive the payments set out in Article 10.3, upon the occurrence of either a Change of Control or a Triggering Event, and subject to the conditions set out in Article 10.4.

10.3    Upon the occurrence of either a Change of Control or a Triggering Event, and subject to the conditions set out in Article 10.4, the Executive shall receive the following:

(b)  a lump sum equal to the Monthly Base Salary as at the Termination Date, multiplied by the Severance Factor;

(c) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the Severance Factor; and

(d) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then the annual average bonus for the period of employment preceding the Termination Date), divided by 12 and multiplied by the Severance Factor.

Payment of the amounts set out in this Article 10.3 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.

10.4    Payment of the amounts set out in Article 10.3 shall be subject to the following terms and conditions:

(a)  the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;

(b) the tendering by the Executive of his resignation from any position he may hold as an officer or a director of the Corporation and any Related Corporations;

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(c)  any withholdings or deductions required by law to be made by the Corporation by law;

(d)  the Executive's right to receive the payments under Article 10.3 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive; and

(e)  the receipt by the Corporation of written notice from the Executive, within 60 days of the occurrence of a Change of Control or a Triggering Event, as the case may be, setting out the basis on which the Executive believes that a Change of Control or a Triggering Event as the case may be, has occurred.

10.5   The Executive covenants and agrees to provide his full cooperation and assistance, in connection with the termination of his employment upon a Triggering Event, to transfer his duties and responsibilities to a replacement.

10.6    Notwithstanding any other term or provision of this Article 10, upon termination of the Executive’s employment by the Executive for any reason, the Executive shall receive any Base salary and Benefits earned up to the Termination Date.

10.7    Payment under Article 10 shall be made on the later of the date which is 30 calendar days after receipt by the Corporation of the Notice referred to herein and the date which is 60 calendar days after the effective date of the Change of Control or Triggering Event, as the case may be.

ARTICLE XI

TERMINATION UPON DEATH OR PERMANENT DISABILITY

11.1    This Agreement shall automatically terminate upon the death of the Executive.

11.2    In the event that the Executive shall suffer a Permanent Disability, the Corporation may terminate this Agreement and the Executive's employment by providing at least 30 days' prior written Notice to the Executive that the Corporation recognizes that the performance of this Agreement has been frustrated by the Permanent Disability.  Upon termination of the Executive's employment pursuant to this Article 11.2, the Corporation shall have no further obligation to the Executive, with the exception that the Executive shall continue to be entitled to such insurance benefits as may be provided under any long term disability insurance plan, and to any benefit or entitlement arising from any pension plan of the Corporation.

ARTICLE XII

STOCK OPTIONS

12.1    Upon entering into this Agreement, the Executive will be granted 100,000 stock options to be priced on January 19, 2011 by which date the currently planned public disclosure of the Company’s revised Management Presentation dated January 2011 will have been made.

 12.2    Upon the termination of the Executive without Cause under Section 9.1, or for Cause under Section 9.3, or if the Executive terminates this Agreement pursuant to Section 10.1, only those stock options and other incentive interests held by the Executive (including, for the purposes hereof, those stock options granted to the Executive by a Related Corporation) that are

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vested at such Termination Date may be exercised by the Executive in accordance with the terms of the relevant agreement, stock option plan or other incentive plans of the Corporation in effect at the time, as applicable, and the Executive shall have no claim to the acceleration of vesting or the exercise on any stock options and other incentive interests which are not fully vested as at such Termination Date other than under the terms of the relevant agreement, stock option plan or other incentive plans of the Corporation in effect at the time, as applicable.  All such remaining unvested stock options and other incentive interests shall terminate, be null and void and of no further force and effect.

12.3    Upon termination of the Executive by reason of death or Permanent Disability, only those stock options and other incentive interests held by the Executive (including, for the purposes hereof, those stock options and other incentive interests granted to the Executive by a Related Corporation) which are vested at such Termination Date may be exercised by the Executive pursuant to the terms of the relevant agreement, stock option plan or other incentive plans of the Corporation in effect at the time, as applicable, and the Executive shall have no claim to the acceleration of vesting or to the exercise of any stock options which are not fully vested as at such Termination Date, other than under the terms of the relevant agreement, stock option plan or o ther incentive plans of the Corporation in effect at the time, as applicable.  All such remaining unvested stock options and other incentive interests shall terminate, be null and void and of no further force and effect notwithstanding the terms of the relevant agreement, stock option plan or other incentive plans of the Corporation in effect at the time, as applicable.

12.4    Notwithstanding subsections 12.1 and 12.2 hereof, the provisions of the Corporation's stock option plan, the Parties agree that upon termination of the Executive pursuant to Sections 9.1, 10.2, 11.1 or 11.2 hereof, the provisions of the applicable stock option agreement supersede and shall govern in the event of any conflict with the terms of this Agreement.

ARTICLE XIII

CONFIDENTIAL INFORMATION AND NON-COMPETITION

13.1    The Executive acknowledges and agrees that in performing the duties and responsibilities of his employment pursuant to this Agreement, he will occupy a position of high fiduciary trust and confidence with the Corporation, pursuant to which he will develop and acquire wide experience and knowledge with respect to all aspects of the Business carried on by the Corporation and its Related Corporations, and the manner in which such Business is conducted.  It is the express intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in furtherance of the Business interests of the Corporation and its Related Corporations, and not in any manner detrimental to them.  The Executive therefore agrees that, so long as he is engaged by the Corp oration pursuant to this Agreement, he shall not engage in any practice or business that competes with the Business of the Corporation or its Related Corporations.  It shall not be considered a violation of this Section 13.1 for the Executive to be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange.

13.2     The Executive agrees that during the Term, and following the termination of the Executive's employment for any reason, he shall treat confidentially all Confidential Information

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belonging to the Corporation or its Related Corporations, and shall not use or disclose the Confidential Information to any unauthorized persons, except with the prior express written consent of the Corporation, or otherwise as required by law.

13.3    The Executive further acknowledges and agrees that pursuant to the terms of this Agreement, he will acquire Company Property which is and shall remain the sole and exclusive property of the Corporation.  Upon termination of the Executive's employment and this Agreement for any reason, the Executive shall return to the Corporation all Company Property, together with any copies or reproductions thereof, which may have come into the Executive's possession during the course of or pursuant to this Agreement, and shall delete or destroy all computer files on his personal computer which may contain any Confidential Information belonging to the Corporation, or its Related Corporations.

13.4    Notwithstanding the provision of 13.2 and 13.3, the Executive shall be permitted to disclose Confidential Information as required by law, regulation, government body or authority or by court order.

13.5    The Executive acknowledges and agrees that the Corporation would suffer irreparable harm in the event that any Confidential Information or other knowledge and experience acquired by the Executive in relation to the business of the Corporation were disclosed to a competitor of the Corporation or used for a competitive purpose for a reasonable period of time following the termination of his employment.  Accordingly, the Executive agrees that in the event his employment with the Corporation is terminated for any reason  by the Corporation, or in the event that the Executive voluntarily resigns his employment with the Corporation, neither he nor any employee or agent of the Executive shall, for a period of one (1) year  fro m the Termination Date:

(a)  without the prior consent of the Corporation where such consent shall not be unreasonably withheld, be engaged, either directly or indirectly in any manner including, without limitation, as an officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, in any business or enterprise which competes with the Business of the Corporation or any Related Corporation, as such business was conducted as of the Termination Date, with the exception that the Executive may be involved as an investor or shareholder in securities issued by corporations that compete directly or indirectly with the Business, provided that such investment does not constitute more than 5% of the outstanding securities of a business or corporation whose shares trade on a recognized stock exchange;

(b)  solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any Related Corporation as at the Termination Date, to become a customer of any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date; or

(c) solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Corporation or any Related Corporation as at the Termination

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Date, to become employed by or connected with any business or enterprise which competes with the Corporation or any Related Corporation for any business as such business was conducted by the Corporation or any Related Corporation as at the Termination Date.

The restrictions set out in this Section 13.5 shall apply only within North America or to any business that directly relates to North America.

13.6    The Executive acknowledges and agrees that the Corporation will suffer harm in the event that the Executive breaches any of the obligations under this Article 13, and that monetary damages would be difficult to quantify and may be inadequate to compensate the Corporation for such a breach.  Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 13, the Corporation shall be entitled to seek, in addition to any other rights, remedies or damages available to the Corporation at law or in equity, an interim and permanent injunction, in order to prevent or restrain any such breach or threatened breach by the Executive.

13.7    The Executive hereby agrees that all restrictions contained in this Article 13 are reasonable and necessary to protect the legitimate proprietary interests of the Corporation, and will not unduly restrict his ability to secure comparable alternative employment following the termination of his employment for any reason.  If any covenant or provision of this Article 13 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect.

13.8    The provisions of this Article 13 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

ARTICLE XIV

INTELLECTUAL PROPERTY

14.1    All Intellectual Property shall belong to the Corporation, and the Corporation shall be the sole and exclusive owner of any and all rights pertaining thereto. The Executive acknowledges and agrees that any and all Intellectual Property designed, made, created, conceived or improved by the Executive in whatsoever manner during the period of employment by the Corporation shall forever be the sole, absolute and exclusive property of the Corporation and the Executive waives any and all Moral Rights subsisting in any such work.  "Moral Rights" means the definition of moral rights found in the Copyright Act (Canada), and for greater certainty, but not as to in any way limit the generality of the foregoing, shall specifically refer to:

(a)  the right to object to any distortion, mutilation or modification of a work; and

(b)  the right to use a work in association with a product, service, cause or institution.

14.2    The Executive shall keep signed, witnessed and dated records of any and all Intellectual Property as described in paragraph (b) of the definition thereof.

 14.3    The Corporation shall have the right to submit patent applications based on any and all Intellectual Property described in paragraph (b) of the definition thereof.  Such patents  will

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identify the original inventors, as required by patent law in Canada, the United States of America ("U.S."), and also in other countries, even if not required by law.

14.4    The Executive agrees to sign an application, assignment or any other document required to register any and all Intellectual Property as described in paragraph (b) of the definition thereof as patents in Canada, in the U.S. and abroad, or to assert copyright claims in respect of any and all Intellectual Property as described in paragraph (a) of the definition thereof, as requested by the Corporation, and otherwise assist the Corporation in obtaining such patents as well as in the enforcement of patent or copyright infringement claims.

ARTICLE XV

INDEMNIFICATION

15.1    The Corporation covenants, both during and after the Executive's term of service, to indemnify and hold harmless the Executive and his heirs and legal representatives, to the maximum extent permitted by Colorado law or other law to which the Corporation is subject (provided that the Executive acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Executive had reasonable grounds for believing that his conduct was lawful), from and against:

(a)  all costs, charges, liabilities and expenses whatsoever that the Executive may sustain or incur in or about or in relation to any action, suit or proceeding that is brought, commenced or prosecuted against the Executive for or in respect of any act, deed, matter or thing whatever made, done or permitted or not made, done or permitted by the Executive in or about the execution of his duties as a director or officer of the Corporation or its subsidiaries; and

(b)  all other costs, charges, liabilities and expenses that the Executive may sustain or incur (including, without limitation, all income tax, sales tax and excise tax liabilities resulting from any payment made pursuant to this indemnity) in or about or in relation to the affairs of the Corporation or its subsidiaries or his position as a director or officer of the Corporation or its subsidiaries.

15.2    The Corporation further agrees that any costs, charges and expenses referred to in paragraph 14.1(a) above shall be paid in advance of the final disposition of any such action or proceeding upon receipt by the Corporation of a written undertaking by the Executive to repay such amount if it shall ultimately be determined that the Executive is not entitled to be indemnified in accordance with the terms and conditions of this Indemnity and Colorado law.

15.3    The Corporation further agrees, both during and after the Executive's term of service, to use its reasonable best efforts to obtain any approval or approvals necessary for such indemnification and to co-operate with the Executive and to provide the Executive with access to any evidence which the Corporation may have or control, which would enable the Executive to make application or obtain any approval or approvals necessary for such indemnification.

15.4     The Corporation shall maintain a directors and officers insurance policy in such amounts as may be customary for corporations of a similar size and business and risk profile as the Corporation in Canada, and the Executive shall be entitled to the benefit of such insurance policy

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during the Term of the Agreement and for so long after termination of the Agreement for any reason as may be agreed to by the parties acting reasonably, for the purpose of providing continued insurance coverage for the benefit of the Executive for all acts or omissions covered by Article 14 that occur prior to the Termination Date.

15.5    The provisions of this Article 14 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

ARTICLE XVI

NOTICES

16.1   Any Notice required to be given hereunder may be provided by personal delivery, by registered mail or by facsimile to the Parties hereto at the following addresses:

 To the Corporation:

Oilsands Quest Inc.

Suite 205, 707 – 7th Avenue S.W.

Calgary, Alberta  T2P 3H6

Attention:  Chief Financial Officer

Fax:           (403) 263-9812

To the Executive:

Simon Raven

208 Lake Moraine Place SE

Calgary, Alberta T2J 2Y9

E-mail: sraven@oilsandsquest.com

Any Notice, direction or other instrument shall, if delivered, be deemed to have been given and received on the business day on which it was so delivered, and if not a business day, then on the business day next following the day of delivery, and, if mailed, shall be deemed to have been given and received on the fifth day following the day on which it was so mailed, and, if sent by facsimile transmission, shall be deemed to have been given and received on the next business day following the day it was sent.  Either Party may change its address for notice in the aforesaid manner.

ARTICLE XVII

GENERAL

17.1    This Agreement shall be construed and enforced in accordance with the laws of the Province of Alberta, and the Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts.  Should provisions in this Agreement fail to comply with the applicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements.

17.2     This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and

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supersede and replace any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter of this Agreement.  The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement.  In the event of a conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.

17.3    This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto.

17.4    This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.

17.5    This Agreement is a personal services agreement and may not be assigned by either Party without the prior written consent of the other Party.

17.6    The waiver by either Party of any breach of the provisions of this Agreement shall not operate or be construed as a waiver by that Party of any other breach of the same or any other provision of this Agreement.

17.7    The Parties agree to execute and deliver such further and other documents, and perform or cause to be performed such further and other acts and things as may be necessary or desirable in order to give full force and effect to this Agreement.

17.8    The Executive agrees that following the termination of the Executive's employment with the Corporation for any reason, the Executive shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation.

17.9    In the event of a Change of Control, the Corporation will use its reasonable commercial efforts to obtain and pay for directors' and officers' liability insurance on a "trailing" or "run off" basis for the Executive, covering claims made prior to or within three years from the date of the Change of Control, such insurance to provide coverage substantially equivalent in scope and coverage to that provided by the Corporation's directors and officers insurance policy, if any, in effect immediately prior to the Change of Control.

17.10  The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits.

17.11  Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any way.

IN WITNESS WHEREOF the Parties hereto acknowledge and agree that they have read and understand the terms of this Agreement, and that they have had an opportunity to seek independent legal advice prior to entering into this Agreement, and that they have executed this Agreement with full force and effect from the date first written above.

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OILSANDS QUEST INC.
Per:	/s/ Leigh Peters
Per:

	/s/ Simon Raven
Witness	SIMON RAVEN

Schedule "A"

Description of Duties

● Additional responsibilities may be added from time to time to further advance the Corporation’s business plan, as amended from time to time and the Corporation’s growth.

EX-10.2

Exhibit 10.2

INDEMNITY AGREEMENT

THIS AGREEMENT is effective as of January 13, 2011.

BETWEEN:

OILSANDS QUEST INC., a corporation incorporated under the laws of Colorado, having its head office in the City of Calgary (the "Corporation")

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SIMON RAVEN of Calgary, Alberta, Canada

(the "Indemnified Party")

RECITALS:

1. The Indemnified Party is, or has agreed to act as, a director or officer of the Corporation and/or is acting or may, at the Corporation's request, act in an Authorized Capacity of Another Entity and the Corporation wishes the Indemnified Party to serve or continue in such capacity; and

2. In order to induce the Indemnified Party to serve or continue to provide services to the Corporation or Another Entity, the Corporation wishes to provide for the indemnification of, and advancement of expenses to, the Indemnified Party to the maximum extent permitted by applicable law.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and in consideration of the Indemnified Party agreeing to act, or to continue to act, as a director or officer of the Corporation or in an Authorized Capacity with Another Entity, the Corporation and the Indemnified Party do hereby covenant and agree as follows:

1.           Definitions

1.1         As used in this Agreement, including the Recitals:

(a) "Act" means the Colorado Business Corporation Act, as amended;

(b) "Advance" means an advance of Expenses to the Indemnified Party pursuant to Section 3;

(c) "Another Entity" means a corporation, partnership, joint venture, trust or unincorporated association or organization of which the Indemnified Party serves in an Authorized Capacity at the request of the Corporation;

(d) "Authorized Capacity" means a director or officer, or a similar capacity, of a Another Entity;

(e) "By-Laws" means the by-laws of the Corporation;

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(f) "Court" means the Court of Queen's Bench of the Province of Alberta;

(g) "Expenses" means all costs, charges and expenses incurred by the Indemnified Party in respect of any Proceedings including, without limitation, reasonable fees and disbursements of counsel and other professional fees and out-of-pocket expenses for attending discoveries, trials or hearings and meetings to prepare for such proceedings, but shall not include Loss;

(h) "Liabilities" means the Expenses and Loss incurred by the Indemnified Party in respect of any Proceedings;

(i) "Loss" means amounts which the Indemnified Party is legally obligated to pay as a result of a Proceeding against the Indemnified Party including amounts paid to settle an action or satisfy a judgment or to satisfy any fines or penalties levied in respect of such Proceedings, but shall not include Expenses; and

(j) "Proceedings" means any threatened, pending or completed civil, criminal, administrative, investigative or other proceeding (including formal and informal inquiries and hearings), whether or not charges have been laid against the Corporation or Another Entity or the Indemnified Party, in which the Indemnified Party is involved by reason of the Indemnified Party's association with the Corporation or Another Entity, or by reason of anything done or not done by the Indemnified Party in the capacity as a director or officer of the Corporation or in an Authorized Capacity with Another Entity.

2.           Indemnification

2.1         Except in respect of an action referred to in Section 2.2 and subject to Section 2.3, the Corporation shall indemnify and save harmless the Indemnified Party from and against all Liabilities, actually and reasonably incurred by the Indemnified Party in respect of any Proceedings if:

(a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Another Entity, as the case may be; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had no reasonable grounds for believing that the Indemnified Party's conduct was unlawful.

2.2           In respect of any action by or on behalf of the Corporation or Another Entity to procure a judgment in its favour, to which the Indemnified Party is made a party by reason of being or having been a director or officer of the Corporation or serving in an Authorized Capacity with Another Entity, or by reason of anything done or not done by the Indemnified Party in any such capacity, the Corporation shall, with the prior approval of the Court, indemnify and save harmless the Indemnified Party against all Expenses actually and reasonably incurred by the Indemnified Party in connection with such Proceedings if the Indemnified Party fulfils the conditions set out in Sections 2.1(a) and (b) above.  The Corporation agrees to make application

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to the Court for approval of such indemnification and to use reasonable commercial efforts to obtain approval to such indemnification.

2.3           Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to:

(a) indemnify the Indemnified Party or make Advances with respect to Proceedings initiated or brought voluntarily by the Indemnified Party and not by way of defence, except (i) with respect to Proceedings to enforce a right to indemnification or Advance pursuant to this Agreement, or (ii) in specific cases if the Board of Directors of the Corporation has approved the initiation of such Proceedings; or

(b) indemnify the Indemnified Party in respect of any amounts the payment of which by the Corporation is not permitted by applicable law.

2.4           For the purposes of this Agreement, the termination of any Proceedings by judgment, order, settlement or conviction, or similar or other result shall not, of itself, create any presumption for the purposes of this Agreement that the Indemnified Party did not act honestly and in good faith with a view to the best interests of the Corporation or Another Entity, as the case may be, or that, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnified Party had no reasonable grounds for believing that the Indemnified Party's conduct was unlawful, unless the judgement or order of the court or other competent authority shall specifically find or determine otherwise.

2.5           In respect of any claim for indemnification pursuant to this Agreement, the Corporation may not indemnify the Indemnified Party unless a determination is made that the Indemnified Party acted honestly and in good faith and with a view to the best interests of the Corporation or Another Entity, as the case may be, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, to have had no reasonable grounds for believing that his (her) conduct was unlawful.  The determination shall be made either: (1) by a majority vote of the board of directors present at a meeting at which a quorum is present, and only those directors not parties to the Proceedings shall be counted in satisfying the quorum; (2) if a quorum cannot be obtained, by a majority vote of a committee of board of directors designated by the board of directors, including the directors who are parties to the Proceedings, which committee shall consist of two or more directors not parties to the Proceedings; (3) if a quorum cannot be obtained under (1) and a committee cannot be established under (2), then the determination shall be made by independent legal counsel selected by a majority vote of the full board of directors, or by the shareholders.

2.6           If the Indemnified Party is entitled under this Agreement to a portion but not all of the benefit of the indemnification provided hereunder, the Corporation shall indemnify the Indemnified Party for the portion thereof to which the Indemnified Party is determined to be entitled.

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3.           Advance Of Expenses

3.1          Subject to Section 2.3, the Corporation shall advance moneys to the Indemnified Party for Expenses of the Indemnified Party reasonably incurred in respect of any Proceedings referred to in Section 2.1, as may be appropriate to enable the Indemnified Party to properly investigate, defend, participate in or appeal such Proceedings.

3.2          The Corporation shall seek Court approval to the advance of moneys to the Indemnified Party for Expenses reasonably incurred by the Indemnified Party in respect of Proceedings referred to in Section 2.2.

3.3          In the event that it is ultimately determined that the Indemnified Party was not entitled to be indemnified, or was not entitled to be fully indemnified, for any Liabilities in any Proceedings in respect of which Advances have been made under Section 3.1 or 3.2, the Indemnified Party shall reimburse the Corporation for such Advances or portion of such Advances.

3.4          An Advance shall be made by the Corporation upon receipt of :

(a) a written request for Advance containing sufficient detail of the Proceedings and Expenses to enable the Corporation to determine whether and the extent to which the Indemnified Party is entitled to an Advance;

(b) copies of all receipts, invoices and other supporting material reasonably required by the Corporation (including in the case of legal or other professional advisors, a detailed description of the services rendered) in respect of the Expenses;

(c) a written acknowledgement of the Indemnified Party's obligation to reimburse the Corporation for the amount of all Advances if it is determined that the Indemnified Party was not entitled to be indemnified or fully indemnified for Expenses in respect of which Advances were made by the Corporation; and

(d) a written affirmation that, based on facts known to the Indemnified Party and in relation to the matter giving rise to the request for the Advance, the Indemnified Party in good faith believes that the Indemnified Party:

(i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of Another Entity for which the Indemnified Party acted in an Authorized Capacity; and

(ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the Indemnified Party had no reasonable grounds for believing that his or her conduct was unlawful.

(e) a determination that is made pursuant to Section 2.5 that the facts then known will not preclude indemnification under this Agreement.

3.5          The Corporation shall make such Advance within 30 days of receipt of all such required material.

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3.6         The Corporation may at its sole discretion provide Advances for future Expenses.

3.7         The Corporation shall only be required to make an Advance to the extent that it is reasonable in the circumstances and shall be entitled to contest in good faith the reasonableness of any portion of a request for an Advance.

4.           Insurance

4.1         The Corporation represents to the Indemnified Party that, as of the date of this Agreement, the Corporation has an existing directors' and officers' liability insurance policy in full force and effect and that the Indemnified Party is included as an insured person under such policy.

4.2         The Corporation shall from time to time make a good faith determination whether or not it is practicable for the Corporation to obtain or maintain such insurance coverage.  Among other considerations, the Corporation will weigh the costs of obtaining such insurance against the protection afforded by such coverage.  If insurance is obtained, the Corporation agrees to use its best commercial efforts to maintain the Indemnified Party as an insured person under such policy with the same rights and benefits, subject to the same limitations, as are accorded the most favourably insured of the Corporation's directors and officers.

4.3         Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premiums are too high or if the coverage provided is limited by exclusions so as to provide insufficient benefit.  The Corporation shall promptly notify the Indemnified Party in the event that a determination is made not to continue to maintain such insurance or if a change is made in such policy which would have a material effect on the coverage available to the Indemnified Party.

4.4         The obligation of the Corporation to make payments to the Indemnified Party under this Agreement and the timing of such payments shall not be affected or reduced by any limitations, policy limits or deductible amounts contained in any insurance carried by the Corporation or whether the Corporation has in fact received payment from the insurer.

5.           Indemnification Procedures

5.1         If any Proceeding is brought or asserted against or involves the Indemnified Party, the Indemnified Party shall promptly notify the Corporation of the nature and details of such Proceeding as soon as the Indemnified Party is notified of such Proceeding (provided that any failure to so notify promptly shall relieve the Corporation of liability under this Agreement only to the extent that such failure prejudices the ability to defend such claim).

5.2         If, at the time of the receipt of such notice, the Corporation has directors' and officers' liability insurance in effect, the Corporation shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

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5.3         The Corporation shall be entitled to assume the defence or representation of the Indemnified Party in any such Proceeding through legal counsel selected by the Corporation reasonably acceptable to the Indemnified Party.  If any other similarly indemnified persons are also a party to, or involved in any such Proceeding, the Corporation may employ counsel to represent jointly the Indemnified Party and such other persons.  After retention of counsel by the Corporation, the Corporation shall not be liable to the Indemnified Party under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnified Party with respect to the same Proceeding, provided that:

(a) the Indemnified Party shall have the right to employ his or her own counsel at the Indemnified Party's own expense (which shall not qualify as Expenses); and

(b) the Indemnified Party shall have the right to retain his or her own counsel at the Corporation’s expense (which shall qualify as Expenses) if:

(i) the employment of counsel by the Indemnified Party has been previously authorized by the Corporation,

(ii) the Indemnified Party shall have been advised by counsel that there is a potential conflict in the joint representation referred to above and such joint representation would be precluded under applicable standards of professional conduct then prevailing in the jurisdiction in which such Proceedings are being conducted, or

(iii) the Corporation shall not continue to retain counsel to assume the defence of such Proceedings.

If the Indemnified Party elects to retain counsel in any Proceeding in respect of which indemnification may be sought from the Corporation pursuant to this Agreement, and any similarly indemnified persons are also a party to such Proceeding, the Indemnified Party, together with such other persons, will employ counsel to represent jointly the Indemnified Party and such other persons, unless the Indemnified Party is advised by counsel that there is a potential conflict in such joint representation and such joint representation would be precluded under applicable standards of professional conduct then prevailing in the jurisdiction in which such Proceedings are being conducted, in which case the Indemnified Party will notify the Corporation and will be entitled to be represented by separate counsel.

5.4         The Indemnified Party shall not settle, and the Corporation shall not be liable for any settlement of, any Proceeding without the Corporation’s written consent.  The Corporation shall not settle any Proceeding in a manner that would impose any fines, penalties or obligations on the Indemnified Party without the written consent of the Indemnified Party.  Neither the Corporation nor the Indemnified Party shall unreasonably withhold their consent to any proposed settlement.

5.5         The Indemnified Party agrees to give the Corporation such information and co-operation as the Corporation may reasonably require from time to time in respect of all matters hereunder.

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The Corporation agrees to give the Indemnified Party such information and co-operation as the Indemnified Party may reasonably require from time to time in respect of all matters hereunder.

5.6         Payment of indemnification in respect of a Proceeding shall be made by the Corporation as soon as practicable but in any event within 60 days after a written claim by the Indemnified Party is received by the Corporation (which claim shall include such documentation and information as is reasonably necessary to determine whether and to what extent the Indemnified Party is entitled to indemnification, including but not limited to copies of invoices received by the Indemnified Party in connection with any Expenses), unless a determination is made by the Corporation that the Indemnified Party is not entitled to indemnification.

6.           Enforcement

6.1         If a claim under this Agreement for indemnity for Liabilities or for an Advance is refused or is not paid in full by the Corporation within 60 days in the case of indemnity for Liabilities and 30 days in the case of an Advance, after a written claim and all required supporting material has been received by the Corporation, the Indemnified Party may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnified Party will be entitled to be paid also the expense of prosecuting such claim, including reasonable fees and expenses of counsel.  It shall be a defence to any such action (other than an action brought to enforce a claim for an Advance incurred in connect ion with any Proceeding in advance of its final disposition) that the Indemnified Party has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify the Indemnified Party for the amount claimed, or is otherwise not entitled to indemnification under this Agreement, but the burden of proving such defence shall be on the Corporation and the Indemnified Party shall be entitled to receive Advances pursuant to Section 3 unless and until such defence may be finally adjudicated by a court order or judgement from which no further appeal exists.  It is the parties' intention that if the Corporation contests the Indemnified Party's right to indemnification, the question of the Indemnified Party's right to indemnification shall be for the court to decide, and no determination by the Corporation (including its Board of Directors, any committee of directors or independent legal counsel) that the Indemnified Party has not met the applicable standard of condu ct shall create a presumption that the Indemnified Party has not met the applicable standard of conduct.

7.           Taxes Payable

7.1         The Corporation agrees to reimburse the Indemnified Party for the net amount of all taxes payable by the Indemnified Party under the taxing laws of any jurisdiction as a result of the payment or reimbursement or Advance under this Agreement, including this clause, constituting a taxable benefit to the Indemnified Party.

8.           Other Rights

8.1         Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify the Indemnified Party to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the provisions of this Agreement.  In the event of any change after the date of this Agreement in any applicable law or rule (whether by

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legislative action or judicial decision), which grants or permits any greater right to indemnification and/or advancement of expenses, such changes shall automatically apply to the Indemnified Party's rights, and the Corporation's obligations, under this Agreement.  In the event of any change in applicable law which narrows the right of the Corporation to indemnify or to advance expenses to the Indemnified Party, such changes shall automatically apply to this agreement except to the extent that such law is not required to be applied to this Agreement.

8.2         The indemnification and advances as provided by this Agreement shall not be deemed to derogate from or exclude any other rights to which the Indemnified Party may be entitled under any provision of the Act or otherwise at law, the Articles of the Corporation, the By-Laws, any other agreement of the Corporation, any vote of shareholders of the Corporation, or otherwise.

8.3         The obligations of the Corporation under this Agreement shall cover the Indemnified Party's service as a director or officer of the Corporation or in an Authorized Capacity with a Another Entity and all of his or her acts in any such capacity whether prior to or after the date of this Agreement.

8.4         The obligations of the Corporation under this Agreement (including for greater certainty the obligation with respect to insurance under Section 4.2) shall continue for the longest period permitted under applicable law after the Indemnified Party has ceased to be a director or officer of the Corporation or ceased to serve in an Authorized Capacity with a Another Entity.

9.           Deceased Indemnified Party

9.1         If the Indemnified Party is deceased and is entitled to indemnification under any provisions of this Agreement, the Corporation agrees to indemnify and hold harmless the Indemnified Party's estate and executors, administrators, legal representatives and lawful heirs to the same extent as it would indemnify the Indemnified Party, if alive, hereunder.

10.           Notices

10.1         Unless otherwise permitted by this Agreement, all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been fully given if delivered to the party to whom the notice or other communication is directed:

(a) if to the Indemnified Party, at the address set forth on the signature page below;

(b) if to the Corporation, at the address of its head office, to the attention of the Executive Chairman;

or to such other address as each party may from time to time notify the other of in writing.

10.2         If the Corporation receives notice from any other source of any matter which the Indemnified Party would otherwise be obligated hereunder to give notice of to the Corporation, then the Indemnified Party shall be relieved of the Indemnified Party's obligation hereunder to give notice to the Corporation, provided the Corporation has not suffered any damage from the failure of the Indemnified Party to give notice as herein required.

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11.           Severability

11.1          If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions or any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not of themselves in the whole invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not of themselves in the whole invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision which is held to be invalid, illegal or unenforceable.

12.           Governing Law And Consent To Jurisdiction

12.1         The parties hereto agree that this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Province of Alberta.

12.2         The Corporation and the Indemnified Party each hereby irrevocably consent to the exclusive jurisdiction and venue of the courts of the Province of Alberta for all purposes in connection with any action or proceedings which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in such courts.

13.           Counterparts

13.1         This Agreement may be executed in counterparts and delivered via facsimile.  Each such counterpart shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

14.           Modification And Waiver

14.1         No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

15.           Prior Agreements

15.1         This Agreement shall supersede and replace any and all prior agreements (except any written agreement of employment between the Corporation and the Indemnified Party, which shall remain in full force and effect except to the extent augmented or amended herein) between the parties hereto respecting the matters set forth herein.

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16.           Successors And Assigns

16.1         This Agreement shall be binding upon and enure to the benefit of the Corporation and its successors and assigns, including any Corporation with which the Corporation is merged or amalgamated, and to the Indemnified Party and the Indemnified Party's executors, administrators, legal representatives, lawful heirs, successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

OILSANDS QUEST INC.
Per:	/s/ Leigh Peters
	LEIGH PETERS
/s/ Simon Raven
SIMON RAVEN		Witness
Address:	208 Lake Moraine Place SE
	Calgary, Alberta T2J 2Y9
	E-mail: sraven@oilsandsquest.com