Attached files

                                                                    Exhibit 10.1

                          SECURITIES PURCHASE AGREEMENT

BETWEEN:

                           BRL CONSULTING INC. ("BRL")

                                      -and-

                             GLADYS JENKS ("JENKS")

                                      -and-

                     WESTERN STANDARD ENERGY CORP. ("WSEC")

WHEREAS:

On October 12, 2012 WSEC executed a Convertible  Debenture which promised to pay
US $125,000 to BRL and US $125,000 to Jenks (the  "Debt") on or before  April 1,
2013 (the "Due Date"); and

Masters International  Investment Holdings Corp.  ("Masters")  guaranteed to pay
the Debt (the "Guarantee"); and

BRL and Jenks have the right to convert the debt to shares of the capital  stock
of WSEC (the "Conversion Right"); and

WSEC and Masters failed to pay the Debt on the Due Date; and

BRL and Jenks have elected not to exercise the Conversion Right; and

WESC  wishes to amend the terms of  payment  of the Debt and BRL and Jenks  have
agreed to amend the terms of payment  of the Debt,  provided,  however,  that by
such  amendment  to the terms of  payment  of the Debt,  BRL and Jenks  have not
released  Masters  from  its  obligations  to pay the full US  $250,000  Debt as
guaranteed in the Guarantee.

IT IS AGREED THAT:

The Convertible  Debenture will be cancelled and a new convertible  debenture in
the amount of CDN $140,000  will be issued in the form  attached as Schedule "A"
hereto (the "New Convertible Debenture")

Payments are due and payable under the New Convertible Debenture as follows:

     *    $1,000 upon execution of this Agreement;
     *    An  additional  $5,000 per month for 6 months  commencing  on June 15,
          2013;
     *    An  additional  $10,000 per month for 5 months  commencing on December
          15, 2013;
     *    An additional $59,000 on or before May 15, 2014.

WSEC will  deliver to each of BRL and Jenks on or before May 15,  2014,  300,000
common shares of the capital stock of WSEC.

                          SIGNATURES ON FOLLOWING PAGE

Agreed to and accepted as of this 22nd day of May, 2013.

GLADYS JENKS
17 Victoria Road
Nanaimo, B.C. V9R 4N9


/s/ Gladys Jenks
---------------------------------
Gladys Jenks

BRL CONSULTING INC.
3543 West 5th Avenue
Vancouver, B.C. V6R 1S1


/s/
---------------------------------
Authorized Signatory

WESTERN STANDARD ENERGY, CORP.
302-1912 Enterprise Way
Kelowna, BC V1Y 9S9


/s/ Dallas Gary
---------------------------------
Authorized Signatory